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NYS Urban Development Corporation Meeting Via Teleconference Thursday, 8/20/2020 9:30 - 11:30 AM ET

I. Corporate Actions A. Approval of the Minutes of the July 16, 2020 Directors' Meeting 071620 Draft ESD Minutes - Page 5

B. Annual Financial Reports Approval of Certain Annual Financial Reports and Authorization to Take Related Actions Annual Financial Reports - Page 25 Annual Financial Reports - EG Certification - Page 30 Annual Financial Reports - EK Certification - Page 31 Annual Financial Reports - NYS UDC Final FS 2020 - Page 32 C. New York City (New York County)—Moynihan Station Civic and Land Use Improvement Project (the “Project”) Authorization for Revolving Credit Financing; and Authorization to Take Related Actions Moynihan Station LUIP - Revolving Credit Financing - Page 108 D. Statewide – Empire State Entertainment Diversity Job Training Development Fund - State Finance Law section 97-ff and Chapter 50 of the Laws of 2020 Authorization to Adopt Guidelines Creating the Empire State Entertainment Diversity Job Training Development Fund; Authorization to Take Related Actions Empire State Entertainment Diversity Job Training Development Fund - Page 113 Empire State Entertainment Diversity Job Training Program Guidelines - Page 116 II. Projects A. Elma (Western New York Region – Erie County) – Steuben Foods- Hemp Processing Program – New York Works Economic Development Fund (Capital Grant) Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions Steuben Foods - Hemp Processing Program - Page 124 Steuben Foods - Hemp Processing Program Photograph - Page 132 B. Utica (Mohawk Valley Region – Oneida County) – MMRI Life Sciences Initiative Capital – Life Sciences Initiative Fund (Capital Grant) Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to a Make Grant and to Take Related Actions MMRI Life Sciences Initiative Capital - Page 133 MMRI Life Sciences Initiative Capital Photographs - Page 143 C. Old Forge (Mohawk Valley Region – Herkimer County) – Enchanted Forest Expansion Capital – Upstate Revitalization Initiative (Capital Grant) Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions Enchanted Forest Expansion Capital - Page 145 Enchanted Forest Expansion Capital Photographs - Page 154 D. Newark (Finger Lakes Region – Wayne County – IEC Electronics Capital – Upstate Revitalization Initiative (Capital Grant) ______Master Page # 1 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Affirmation of the Directors June 25, 2020 Findings and Determinations Pursuant to Section 16 (2) of the Act; Affirmation of the General Project Plan IEC Electronics Capital - Page 155 IEC Electronics Capital - Negative Comment Transcript - Page 158 IEC Electonics Capital 062520 Board Materials - Page 160 E. Savannah (Finger Lakes Region – Wayne County) and Binghamton (Southern Tier Region - Broome County) – Pure Functional Foods–Hemp Processing Program - New York Works Economic Development Fund (Capital Grant) Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions Pure Functional Foods - Hemp Processing Program - Page 172 Pure Functional Foods - Hemp Processing Program Photographs - Page 180 F. Penn Yan (Finger Lakes Region – Yates County) – Laurentide Inn Capital – Downtown Revitalization Initiative (Capital Grant) Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions Laurentide Inn Capital - Page 183 Laurentide Inn Capital Photographs - Page 193 G. Regional Council Award-Priority Project-Poughkeepsie (Mid-Hudson Region – Dutchess County) – Schatz Bearing Capital – Regional Council Capital Fund (Capital Grant) Findings and Determinations Pursuant to 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions Schatz Bearing Capital - Page 195 H. Regional Council Award – Priority Project – Saratoga Springs (Capital Region – Saratoga County) – SPAC Improvement Capital – Regional Council Grant Fund (Capital Grant) Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions; Determination of No Significant Effect on the Environment SPAC Improvement Capital - Page 206 SPAC Improvement Capital Photographs - Page 217 I. Endicott and Johnson City (Southern Tier Region – Broome County) – AgZeit Capital – Upstate Revitalization Initiative - Greater Binghamton Fund (Capital Grant) Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions AgZeit Capital - Page 219 J. Regional Council Award – Priority Project – Binghamton (Southern Tier Region – Broome County) – Calice Advanced Manufacturing Center Capital – Regional Council Capital Fund (Capital Grant) Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions Calice Advanced Manufacturing Center Capital - Page 232 Calice Advanced Manufacturing Center Capital Photographs - Page 241 K. Regional Council Award – Long Island City (New York City Region – Queens County) – NYSDEC Dredge Team and Study Working Capital – Port Authority Bi-State Dredge Fund (Working Capital Grant) Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Make a Grant and to Take Related Actions ______Master Page # 2 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NYSDEC Dredge Team and Study Working Capital - Page 243 L. Regional Council Award – Priority Project –Bronx (New York City Region – Bronx County) – Grow NYC Capital – Upstate Agricultural Economic Development Fund (Capital Grant) Findings and Determinations Pursuant to Sections 16-m and 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions; Determination of No Significant Effect on the Environment Grow NYC Capital - Page 250

M. Market New York Grant Program (Working Grants) Findings and Determinations Pursuant to sections 10(g) of the Act; Authorization to Make Grants and Take Related Actions Market New York Program Grantees A. Get Outside: Four-Season Destination Strategy Working Capital - Natural History Museum of the Adirondacks d/b/a The Wild Center - $366,300 B. A Marketing Plan for Expansion Working Capital - Historic Hudson Valley – $428,104 C. Diamonds of the Hall of Fame Collection Video Series Working Capital - National Baseball Hall of Fame & Museum, Inc. – $317,250 Market NY Grant Program - Page 264

N. Restore New York Communities – Capital Grants Findings and Determinations Pursuant to Section 10(g) and 16-n of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make Grants and to Take Related Actions; Determination of No Significant Effect on the Environment Grantees A. Town of Wilna - Dock Street Rehabilitation RESTORE NY V – (Jefferson County) $772,000 B. Village of Canajoharie - Exit 29 Redevelopment/Beechnut RESTORE V & IV – (Montgomery County) -$6,000,000 C. Village of Canajoharie - Exit 29 Redevelopment/Beechnut RESTORE V & IV– (Montgomery County) -$500,000 D. City of Schenectady - Downtown Revitalization RESTORE NY IV – (Schenectady County) - $980,000 E. Village of Sylvan Beach – Sylvan Beach 616 Main Street RESTORE IV – (Oneida County) - $500,000 Restore New York Communities Capital Grants - Page 281 III. Administrative Actions

A. Mission Statement and Related Performance Measures Re-examination of Mission Statement and Related Performance Measures Mission Statement and Performance Measures - Page 312

B. Land Bank Program Approval of Land Bank Application and Authorization to Take All Related Actions Land Bank Program - Page 315

C. Large-Scale Construction Projects – Diversity Compliance Authorization to Enter into an Amendment to the Letter Agreement with the Metropolitan Transportation Authority Construction and Development Company and the New York State ______Master Page # 3 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Thruway Authority Regarding Diversity Compliance and Other Related Services; and Authorization to Take Related Actions Large-Scale Construction Projects - Diversity Compliance - Page 318

D. New York City (New York County) – Empire Station Complex Project Authorization to Amend a Contract with FX Collaborative Architects LLP for Architectural, Planning and Design Guidelines Services and Authorization to Take Related Actions Empire Station Complex - FXC Planning Contract Amend - Page 323

E. New York City (New York County) – Empire Station Complex Project Authorization to Amend a Contract with VHB Engineering, Surveying, Landscape Architecture and Geology, P.C. for a Neighborhood Conditions Study and Authorization to Take Related Actions Empire Station Complex - VHB Planning Contract Amend - Page 328 IV. For Information A. Fiscal Year 2019-2020 Performance Measurement Report Performance Measurement Report Memo FY19-20 - Page 332 Performance Measurement Report FY19-20 - Page 334 B. Fiscal Year 2019-20 Budget Variance Reports FY2019-20 Budget Variance Report Cover Memo - Page 336 FY2019-20 Departmental Budget Variance Report - Page 337 FY2019-20 Subsidiary Capital Budget Variance Report - Page 341 FY2019-20 Subsidiaries Operating Budget Variance Report - Page 342 C. Fiscal Year 2020-21 Budget Variance Reports (First Quarter) FY2020-21 Budget Variance Report (First Quarter) Cover Memo - Page 343 FY2020-21 Departmental Budget Variance Report (First Quarter) - Page 344 FY2020-21 Subsidiary Capital Budget Variance Report (First Quarter) - Page 347 FY2020-21 Subsidiary Operating Budget Variance Report (First Quarter) - Page 348 D. ESD Risk Management Consulting Services Extension of Contracts Risk Management Services Contract Extension - Page 349

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NEW YORK STATE URBAN DEVELOPMENT CORPORATION d/b/a Empire State Development Meeting of the Directors

Conducted Via Teleconference

July 16, 2020

MINUTES

In Attendance Howard A. Zemsky - Chair Directors: Eric J. Gertler Hilda Rosario Escher Cesar A. Perales Linda Sun, Designee - Superintendent of NYS Department of Financial Services

Present for ESD: Simone Bethune, Senior Project Manager Douglas Bressette, Treasurer James Fayle, Director - Central New York Regional Office Elizabeth Fine, Executive Vice President - Legal and General Counsel Ed Hamilton, Executive Vice President - Administration Felisa Hochheiser, Director of Compliance Elaine A. Kloss, Chief Financial Officer Edwin Lee, Senior Vice President and Director of Economic Incentives Cara Longworth, Director - Long Island Regional Office Holly Leicht, Executive Vice President - Real Estate Development & Planning Kathleen Mize, Deputy Chief Financial Officer and Controller Richard Newman, Executive Vice President and Chief of Staff Pravina Raghavan, Executive Vice President - Small Business and Technology Development Michael Reese, Director - Mohawk Valley Regional Office Debbie Royce, Corporate Secretary Matt Watson, Senior Vice President and Executive Director - NYSTAR Goldie Weixel, Senior Managing Attorney Kevin Younis, Chief Operating Officer

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Before the meeting was formally called to order by the Chair, the Corporate Secretary of

the New York State Urban Development Corporation (“UDC”) d/b/a Empire State Development

(“ESD” or the “Corporation”) welcomed everyone to the meeting and conducted a roll call of

the Directors to determine that a quorum was present.

Following the roll call and confirmation that a quorum was present, the meeting of the

Directors of ESD was called to order at 9:30 a.m. by Chair Zemsky. He noted for the record that

due to public health concerns, this meeting would be conducted by teleconference as

authorized by an Executive Order of the Governor.

Next, the Chair noted that the public had been given an opportunity to comment on the

Agenda items by submitting their written comments at or before 4:30 p.m. yesterday. He

noted that no comments were received on any of the Agenda items.

Chair Zemsky then asked the Directors if they had any conflicts of interest to note on

any of the Agenda items and no conflicts were noted at this time. He then reminded everyone

to please mute their phones when not speaking and to state their names before speaking.

The Chair then called for a motion to approve the Minutes of the June 25, 2020

Directors’ Meeting. There being no changes or corrections, upon motion duly made and

seconded, the following resolution was unanimously adopted:

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APPROVAL OF MINUTES AND RATIFICATION OF ACTIONS TAKEN AT JUNE 25, 2020 MEETING OF THE DIRECTORS OF THE NEW YORK STATE URBAN DEVELOPMENT CORPORATION

RESOLVED, that the Minutes of the meeting of the Corporation held on June 25, 2020, as presented to this meeting, are hereby approved and all actions taken by the Directors presented at such meeting as set forth in such Minutes, are hereby in all respects ratified and approved as actions of the Corporation.

* * *

Next, Chair Zemsky asked Director Gertler to provide the President’s Report on the

Corporation’s most recent activities.

Among other things, Director Gertler was pleased to note that nine of New York State’s

ten Regions are in Phase Four of reopening and congratulated Felisa Hochheiser on recently

being named ESD’s Director of Compliance.

The Chair then called on Michael Reese, Director of ESD’s Mohawk Valley Region and

Matt Watson to present the first four items on the Agenda for the Directors’ consideration.

The first project Mr. Reese presented involved a Regional Council Capital Fund grant in

the amount of $1.4 million to Oneida County – Griffiss International Airport Building 100 to be

used to fund a portion of the cost for renovations to hangar space, office space, incubator and

unmanned aerial and vehicle operations space.

The second project Mr. Reese presented involved a Regional Council Capital Fund grant

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in the amount of $1.2 million to the Amsterdam Industrial Development Agency (“AIDA”) on

behalf of Valley View Hospitality to be used to fund a portion of the costs of constructing a new

hotel facility. He noted that the project will create 14 jobs, has a total project cost of cost

$5,979,000 and was completed this month.

The last project Mr. Reese presented involved a Regional Council Capital Fund grant in

the amount of $1.5 million to the Matt Brewing Company and will be used to fund a portion of

the cost of construction and renovations, as well as the purchase of machinery and equipment.

Mr. Reese noted that the project includes the construction of a new brew house, tank,

farm and process building, as well as installing new, state-of-the-art brewing equipment, which

will allow the company to ultimately double its production.

Lastly, Mr. Reese noted that the total project cost is $34,500,000, will retain 122 full-

time employees, and was completed in April 2020.

The Chair then called on Matt Watson to present the last project from the Mohawk

Valley Region for the Directors’ consideration.

Mr. Watson explained that the Directors were being asked to approve a Cyber Security

Assistance grant for the First Quarter of 2020. He further explained that a grant in the amount

of $990,000 was received from the Department of Defense’s Office of Economic Adjustment to

help New York State companies meet required cyber security standards.

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Mr. Watson noted that the recipient companies must meet these standards in order to

be part of any tier of the Department of Defense’s supply chain.

Mr. Watson also noted that NYSTAR released an RFP for the single award of $900,000 in

capital grants with the remaining $90,000 going towards administrative costs.

Lastly, Mr. Watson noted that digital workshops and training will be held through the

grant period and 50 of the companies will help New York State entities maintain current

defense contracts and increase sales.

Following the full presentations of all four projects, the Chair called for questions or

comments from the Directors. Director Gertler asked for clarification regarding the cost of the

AIDA Hotel project.

Mr. Reese explained that the total project cost is $5.9 million and that ESD’s grant of

$1.2 million represents 20 percent of that cost.

The Chair then called for any further questions or comments from the Directors.

Hearing none and noting that no comments were received from the public, upon motion duly

made and seconded, the following resolutions were unanimously adopted:

Regional Council Award – Priority Project – Rome (Mohawk Valley Region – Oneida County) – Griffiss International Airport Building 100 – Regional Council Capital Fund (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a

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Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Griffiss International Airport Building 100 -- Regional Council Capital Fund (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that the Corporation does hereby adopt, subject to the requirements of Section 16(2) of the Act, the proposed General Project Plan (the “Plan”) for the Project submitted to this meeting, together with such changes therein as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, a copy of which Plan, together with such changes, is hereby ordered filed with the records of the Corporation; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Oneida County a grant for a total amount not to exceed One Million and Four Hundred Thousand Dollars ($1,400,000) from the Regional Council Capital Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

RESOLVED, that the President and Chief Executive Officer Designate or his designee(s) be, subsequent to the making of the grant, and each of them hereby is, authorized to take such actions and make such modifications to the terms of the grant as he or she may deem necessary or appropriate in the administration of the grant; and be it further

RESOLVED, that the provision of ESD financial assistance is expressly contingent upon: (1) the approval of the Public Authorities Control Board, if applicable, and (2) receipt of all other necessary approvals; and be it further

RESOLVED, that the President and Chief Executive Officer Designate or his designee(s) be, and each of them hereby is, authorized in the name and on behalf of the Corporation to execute and deliver any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions.

* * *

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Regional Council Award – Priority Project – Amsterdam (Mohawk Valley Region – Montgomery County) – AIDA Southside Hotel – Regional Council Capital Fund (Capital Grant) – Findings and Determinations Pursuant to Section and 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the AIDA Southside Hotel - - Regional Council Capital Fund (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Amsterdam Industrial Development Agency a grant for a total amount not to exceed One Million Two Hundred Thousand Dollars ($1,200,000) from the Regional Council Capital Fund for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

RESOLVED, that the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, subsequent to the making of the grant, and each of them hereby is, authorized to take such actions and make such modifications to the terms of the grant as he or she may deem necessary or appropriate in the administration of the grant; and be it further

RESOLVED, that the President and Chief Executive Officer Designate or his designee(s) be, and

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each of them hereby is, authorized in the name and on behalf of the Corporation to execute and deliver any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions.

* * *

Regional Council Award – Priority Project – Amsterdam (Mohawk Valley Region – Montgomery County) – AIDA Southside Hotel – Regional Council Capital Fund - RC7 Capital – Determination of No Significant Effect on the Environment

RESOLVED, that based on the material submitted to the Directors with respect to the AIDA Southside Hotel Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *

Regional Council Award – Utica (Mohawk Valley Region - Oneida County) Matt Brewing Capital - Regional Council Capital Fund (Capital Grant) - Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Matt Brewing Capital – Regional Council Capital Fund (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

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Thousand Dollars ($1,500,000) from the Regional Council Capital Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

* * *

Regional Council Award – Utica (Mohawk Valley Region – Oneida County) – Matt Brewing Capital – Regional Council Capital Fund (Capital Grant) – Determination of No Significant Effect on the Environment

RESOLVED, that based on the material submitted to the Directors with respect to the Matt Brewing Capital Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *

Utica (Mohawk Valley Region – Oneida County) – DOD Cyber Security Assistance – Federal DOD OEA CYBER 2020 Fund (Working Capital) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Make a Grant and to Take Related Actions

BE IT RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation (the “Materials”), relating to the DOD Cyber Security Assistance – Federal OEA DOD CYBER 2020 Fund (Working Capital) (the “Project”), the Corporation hereby determines pursuant to Section 10 (g) of the New York State

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Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that the President and Chief Executive Officer Designate or his designee(s) be, and each of them hereby is, authorized to make a grant for a total amount not to exceed Nine Hundred Thousand ($900,000) from the Corporation’s Federal OEA DOD CYBER 2020 award for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

RESOLVED, that the President and Chief Executive Officer Designate or his designee(s) be, subsequent to the making of the grants, and each of them hereby is, authorized to take such actions and make such modifications to the terms of the grant as he or she may deem necessary or appropriate in the administration of the grants; and be it further

RESOLVED, that the President and Chief Executive Officer Designate or his designee(s) be, and each of them hereby is, authorized in the name and on behalf of ESD to execute and deliver any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions.

* * *

The Chair then called on James Fayle, Director of ESD’s Central New York Regional Office

to present the next item on the Agenda for the Directors’ consideration.

Mr. Fayle explained that the Directors were being asked to approve a Regional Council

Capital grant in the amount of $1.8 million to Knowles in Cazenovia, which will be used to

renovate their current facility and install new machinery and equipment to expand its

production capacity.

Mr. Fayle noted that the project will add 41 new jobs to its current workforce of 284

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which puts them 9 jobs short of their goal.

Following the full presentation, the Chair called for questions or comments from the

Directors. Hearing none and noting that no comments were received from the public, upon

motion duly made and seconded, the following resolution was unanimously adopted:

Regional Council Award – Priority Project – Cazenovia (Central Region – Madison County) – Knowles Cazenovia Thin Film Commercial Expansion Capital – Regional Council Capital Fund (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Knowles Cazenovia Thin Film Commercial Expansion Capital -- Regional Council Capital Fund (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Knowles Precision Devices a grant for a total amount not to exceed One Million Eight Hundred Thousand Dollars ($1,800,000) from the Regional Council Capital Fund for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

RESOLVED, that the President and Chief Executive Officer Designate of the Corporation or his

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designee(s) be, subsequent to the making of the grant, and each of them hereby is, authorized to take such actions and make such modifications to the terms of the grant as he or she may deem necessary or appropriate in the administration of the grant; and be it further

* * *

The Chair then called on Cara Longworth, Director of ESD’s Long Island Regional Office

to present the next item on the Agenda for the Directors’ consideration.

Ms. Longworth explained that the Directors were being asked to approve a Regional

Council Capital Fund grant in the amount of $300,000 to Adelphi University, which will be used

to fund a portion of the construction and purchase of equipment for its Lab for Tomorrow

project.

Ms. Longworth noted that the total project cost was $1.8 million and has been

completed.

Following the full presentation, the Chair called for questions or comments from the

Directors. Hearing none and noting that no comments were received from the public, upon

motion duly made and seconded, the following resolution was unanimously adopted:

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Garden City (Long Island Region – Nassau County) – Adelphi University Labs for Tomorrow Capital – Regional Council Capital Fund (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Adelphi University Labs for Tomorrow Capital -- Regional Council Capital Fund (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Adelphi University a grant for a total amount not to exceed Three Hundred Thousand Dollars ($300,000) from the Regional Council Capital Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

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discretion consider to be necessary or proper to effectuate the foregoing resolutions.

* * *

The Chair then called on Simone Bethune to present the Restore New York Communities

Capital grants and the Non-Discretionary Consent Calendar items on the Agenda for the

Directors’ consideration.

Ms. Bethune explained that the Directors were being asked to approve three Restore

New York grants.

The first project Ms. Bethune presented involved a grant in the amount of $1 million to

the Village of Warsaw – 283-287 North Main Street in the Finger Lakes Region and will be used

to demolish and reconstruct a 31,450 square-foot hotel.

Ms. Bethune noted that the project included the development of 2.5 acres of land into a

three-story, 67-room micro-hotel, inn and suites which opened in June 2020 at a total cost of

approximately $6.1 million.

Ms. Bethune also noted that the project advanced the revitalization of downtown

Warsaw by creating hospitality jobs and turning a blighted building into a community asset.

The second project Ms. Bethune presented involved a grant in the amount of $987,000

to the Village of Massena – The Old Mill Rehabilitation in the North Country and will be used to

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rehabilitate a vacant, former grain mill into 11,000 square-feet of mixed-use space.

Ms. Bethune noted that the project is estimated to be completed in September 2021 at

a cost of approximately $1.5 million and will create a residential and commercial operation

consisting of two apartments and a local brewery on the main floor.

The third project Ms. Bethune presented involved a grant in the amount of $1 million to

the City of Hornell – Marion Rohr Redevelopment in the Southern Tier Region and will be used

to rehabilitate and transform a 20th century historic building into a state-of-the-art multi-family,

loft-style apartment building with available commercial space.

Ms. Bethune noted that 24,000 square-feet will be converted into 23 market-rate

apartments and 6,000 square-feet will be converted into commercial space.

Ms. Bethune further noted that the project is estimated to cost approximately $5

million and is expected to be completed in April of 2021.

Ms. Bethune then proceeded to present the three Non-Discretionary projects on the

Agenda for the Directors’ consideration.

The first project Ms. Bethune presented involved a grant in the amount of $500,000 to

the Queens Chamber of Commerce for various initiatives within the Borough to support small-

businesses with technical assistance, webinars and marketing, including COVID reopening and

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relocation services.

The second and third projects Ms. Bethune presented involved two grants to The

Saratoga County Foundation in the amounts of $150,000 and $300,000, respectively, and will

be used to fund a portion of the creation of a safe and secure facility for recreation, training,

drills, classes and graduations of Saratoga stationed U.S. Navy Sailors and their families.

Ms. Bethune noted that The Saratoga Foundation partnered with the U.S. Navy to

identify ways to assist the community and designed and built a 7,000 square-foot field house on

the Saratoga Springs space. She noted the project was completed in December 2019.

Following the full presentation of both the Restore NY and the Non-Discretionary

projects, the Chair called for questions or comments from the Directors. Regarding the Queens

Chamber of Commerce grant, Director Gertler asked if the money was given directly to the

Chamber or if it went through an Entrepreneurial Assistance Center.

Ms. Bethune stated that the funds were given directly to the Queens Chamber of

Commerce, which would be operating small business training programs with its own staff.

The Chair then called for any further questions or comments from the Directors.

Hearing none and noting that no comments were received from the public, upon motion duly

made and seconded, the following resolutions were unanimously adopted:

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Statewide – Restore NY Communities (Capital Grants) – Findings and Determinations Pursuant to Sections 10(g) and 16-n of the Act; Authorization to Adopt the Proposed General Project Plans; Authorization to Make a Grant and to Take Related Actions ______

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Restore New York Communities Initiative Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that the Corporation does hereby adopt, subject to the requirements of Section 16(2) of the Act, the proposed General Project Plan (the “Plan”) for the Project submitted to this meeting, together with such changes therein as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, a copy of which Plan, together with such changes, are hereby ordered filed with the records of the Corporation; and be it further

RESOLVED, that upon written findings of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written findings being made, the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make a to grant to the party and for the amount listed below from Restore NY Communities, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

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Restore New York Communities Initiative Program – Projects Summary Table

Village, Grantee Project Name Project # Grant County Town, City Village of Warsaw – 283- Village of A. 287 North Main Street 131,754 $1,000,000 Warsaw Wyoming Warsaw RESTORE NY V Village of Massena - The Village of B. Old Mill Rehabilitation 131,746 $987,000 Massena St. Lawrence Massena RESTORE NY V City of Hornell - Marion- City of C. Rohr Redevelopment 131,761 $1,000,000 Hornell Steuben Hornell RESTORE NY V Total RESTORE NY TOTAL $2,987,000 – 3 Projects

RESOLVED, that the President and Chief Executive Officer Designate of the Corporation or her designee(s) be, and each of them hereby is, authorized in the name and on behalf of the Corporation to execute and deliver any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions.

* * *

Local Assistance – (Working Capital and Capital Grants) Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make Grants and to Take Related Actions ______

RESOLVED, that on the basis of these materials, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Local Assistance Project identified below (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area(s); and be it further

RESOLVED, that the Corporation does hereby adopt, subject to the requirements of Section 16(2) of the Act, the proposed General Project Plan (the “Plan”) for the Project submitted to this meeting, together with such changes therein as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, a copy of which Plan, together with such changes, are hereby ordered filed with the records of the Corporation; and be it further

RESOLVED, that upon written findings of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has

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been received at the public hearings held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written findings being made, the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make a to grant to the party and for the amount listed below from Local Assistance Program, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

RESOLVED, that the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to a make a grant to the party and for the amount listed below from the Local Assistance program, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

RESOLVED, that the provision of ESD financial assistance is expressly contingent upon: (1) the approval of the Public Authorities Control Board, if applicable; (2) receipt of all other necessary approvals; and (3) receipt of funds

Local Assistance – Project Summary Table

Assistance Project Name Project # Grantee Up To Local Assistance (Assembly) Queens Chamber of Chamber of Commerce of A. Commerce Working Capital 133,054 $500,000 the Borough of Queens 2019-20 Local Assistance (Base Retention) Saratoga County Foundation Saratoga County Foundation, B. AC246 $150,000 Capital Inc. Saratoga County Foundation Saratoga County Foundation, C. AC247 $300,000 Capital Inc. TOTAL NON-DISCRETIONARY TOTAL $950,000 PROJECTS - 3

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and be it further

RESOLVED, that the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized in the name and on behalf of the Corporation to execute and deliver any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions. * * *

There being no further business, the meeting was adjourned at 10:00 a.m.

Respectfully submitted,

Debbie Royce Corporate Secretary

20 ______Master Page # 24 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 FOR CONSIDERATION August 20, 2020

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Annual Financial Reports

REQUEST FOR: Approval of Certain Annual Financial Reports and Authorization to Take Related Actions

I. Background

The Public Authorities Law (the “Law”) requires annual approval by the New York State Urban Development Corporation and Subsidiaries (the “Corporation”) and certifications by the President and Chief Executive Officer Designate and Chief Financial Officer of certain financial reports (the “Report”). The Report consists of financial information set forth in the independent audit required by the Law. The independent audit (the “Audit”), entitled New York State Urban Development Corporation and Subsidiaries Consolidated Financial Statements and Independent Auditors’ Report March 31, 2020 and 2019 (the “Consolidated Financial Statements”), which contain the required information, is attached hereto.

The Report is being presented today instead of before June 30, 2020, as required under the Law, consistent with Executive Order No. 202.11 that allows the Director of the Authorities Budget Office (the “ABO”) to disregard reporting deadlines during the current state of emergency. The ABO encouraged all public authorities to make reasonable efforts to submit the required reports as timely as is practicable, but no later than 90 days after the original deadline. The COVID-19 pandemic affected the ability of both the ESD financial team and the independent audit firm to safely work in ESD’s NYC office and prevented the audit firm from being able to conduct certain on-site audit testing and other processes required under their auditing standards before the original June 30 deadline. It should be noted that the delay is only due to restrictions in place and related to COVID-19 and it is not related to the Corporation’s financial performance or operating results.

______Master Page # 25 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 II. The Report

The Report includes the following:

1. Independent Auditors’ Report (pages 1-3) . In this report the independent audit firm lists both Management’s and Auditor’s Responsibility and renders its opinion as to whether the Consolidated Financial Statements present fairly, in all material respects, the financial position of the Corporation and the changes in financial position and the cash flows thereof for the years then ended in accordance with accounting principles generally accepted in the United States of America.

This report contains an unmodified (clean) opinion reflecting that the Consolidated Financial Statements present fairly, in all material respects, the financial position of the Corporation and the changes in the financial position and the cash flows thereof for years then ended in accordance with accounting principles generally accepted in the United States of America.

2. Management’s Discussion and Analysis (pages 4-20) . This is not a required part of the basic financial statements, but is supplementary information required by the Government Accounting Standards Board and in accordance with accounting principles generally accepted in the United States of America. It is considered to be an essential part of financial reporting for placing the basic consolidated financial statements in an appropriate operational, economic, or historical context. The auditors apply certain limited procedures to the supplementary information in accordance with auditing standards generally accepted in the United States of America, but do not express an opinion.

3. Consolidated Financial Statements (pages 21 – 66) . Consolidated Statements of Net Position (pages 21-22); . Consolidated Statements of Revenue, Expenses and Changes in Net Position (pages 23-24); . Consolidated Statements of Cash Flows (pages 25-26); and . Notes to Consolidated Financial Statements (pages 27-66).

4. Required Supplementary Information (pages 67-69) . Schedule of Changes in the Corporation’s Total OPEB and Related Ratios (page 67); . Schedule of Corporation’s Proportionate Share of the Net Pension Liability (page 68); and . Schedule of Corporation’s Employer Pension Contributions (page 69).

2 ______Master Page # 26 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 5. Independent Auditors’ Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards (pages 70-71) . This report, which is addressed to the Board of Directors, includes the definition of a deficiency in internal control over financial reporting, a material weakness and a significant deficiency and reports whether the audit firm has discovered any deficiencies in internal control that would be considered material weaknesses or significant deficiencies. The report also includes the audit process for obtaining reasonable assurance that the consolidated financial statements are free from material misstatement through tests of the Corporation’s compliance with certain provisions of laws, regulations, contracts and grant agreements, and other matters, non-compliance with which could have a direct and material effect on the financial statements.

This report indicates that for the limited purpose of determining the audit procedures, no deficiencies in internal control that would be considered material weaknesses were identified and for the purpose of assuring they are free from material misstatement, disclosed no instances of non-compliance or other matters that are required to be reported under Government Auditing Standards.

6. Independent Auditors’ Report on Investment Compliance (pages 72-73) . This report, which is addressed to the Board of Directors, includes sections defining Management’s and Auditors’ Responsibility and an opinion whether the Corporation exercised compliance with the requirements of Section 201.3 of Title Two of the Official Compilation of Codes, Rules, and Regulations of the State of New York. In addition, the report includes all deficiencies that are considered to be significant deficiencies or material weaknesses in internal control; fraud and noncompliance with provisions of laws and regulations that have a material impact on the Corporation’s compliance with Section 201.3 of Title Two of the Official Compilation of Codes, Rules, and Regulations of the State of New York and any other instances that warrant the attention of those charged with governance; noncompliance with provisions of contracts and grant agreements, and abuse that has a material effect on the subject matter.

This report indicates that the Corporation and its subsidiaries complied, in all material respects, with Section 201.3 of Title Two of the Official Compilation of Codes, Rules, and Regulations of the State of New York for the recently completed fiscal year and there are no matters that are required to be reported under Government Auditing Standards.

III. Audit Committee

The Audit and Budget Committee of the Corporation has reviewed the Report and recommends approval by the Board of Directors.

3 ______Master Page # 27 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 IV. Related Filing Requirements

As required under the Law certain annual reports, including various reports not of a financial nature, but including the Report, will be submitted to the Governor, the Chairman and ranking minority member of the Senate Finance Committee, the Chairman and ranking minority member of the Assembly Ways and Means Committee and the State Comptroller, within ninety (90) days after the end of the Corporation’s fiscal year, but not later than June 30. However, as noted above, this submission has been delayed due to COVID-19.

As also required by the Law, the Audit will be submitted to the Governor, the Chairman and ranking minority member of the Senate Finance Committee, the Chairman and ranking minority member of the Assembly Ways and Means Committee and the State Comptroller, within thirty (30) days after receipt thereof by the Corporation, but not later than June 30. However, as noted above, this submission has been delayed due to COVID-19.

V. Certifications

The Report has been certified in writing by the President and Chief Executive Officer Designate and Chief Financial Officer of the Corporation that based on the officer’s knowledge (a) the information provided therein is accurate, correct and does not contain any untrue statement of material fact; (b) does not omit any material fact which, if omitted, would cause the Report to be misleading in light of the circumstances under which such statements are made; and (c) fairly presents in all material respects the financial condition and results of operations of the Corporation as of, and for, the periods presented in the Report.

Attachments Resolutions Certifications New York State Urban Development Corporation and Subsidiaries Consolidated Financial Statements and Independent Auditors’ Report March 31, 2020 and 2019

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NEW YORK STATE URBAN DEVELOPMENT CORPORATION d/b/a EMPIRE STATE DEVELOPMENT (the “Corporation”) – Annual Financial Reports - Approval of Certain Annual Financial Reports and Authorization to Take Related Actions

WHEREAS, the Corporation wishes to comply with §2800 of the Public Authorities Law (the “Law”), which mandates that public benefit corporations annually prepare certain financial reports (the “Report”), which for the Corporation and its subsidiaries consists of the independent audit;

WHEREAS, an independent audit is required by §2802 of the Law;

WHEREAS, §2800 of said Law also requires the annual approval by the Board and certifications by the President and Chief Executive Officer Designate and Chief Financial Officer of the Report;

WHEREAS, an independent audit has been prepared for the fiscal year ended March 31, 2020;

WHEREAS, the Corporation has reviewed said Report and found it to be satisfactory; and

NOW, THEREFORE, based on the materials submitted herewith, IT IS HEREBY RESOLVED that the Report is hereby approved; and it is further

RESOLVED, that the President and Chief Executive Officer Designate, Chief Financial Officer, Deputy Chief Financial Officer and Controller, Treasurer or their designees be, and each of them hereby is, authorized and empowered to submit said Report, as required by law, and to take such action and execute such agreements and instruments as he or she may consider necessary or desirable or appropriate in connection with the implementation and approval of the Report and to take related actions.

* * *

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NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Consolidated Financial Statements And Independent Auditors’ Report

March 31, 2020 and 2019

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NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Table of Contents

Page

Independent Auditors’ Report 1 - 3

Management’s Discussion and Analysis 4 - 20

Consolidated Financial Statements: Consolidated Statements of Net Position 21 - 22

Consolidated Statements of Revenue, Expenses and Changes in Net Position 23 - 24

Consolidated Statements of Cash Flows 25 - 26

Notes to Consolidated Financial Statements 27 - 66

Required Supplementary Information: Schedule of Changes in the Corporation’s Total OPEB Liability and Related Ratios 67

Schedule of Corporation’s Proportionate Share of the Net Pension Liability 68

Schedule of Corporation’s Employer Pension Contributions 69

Independent Auditors’ Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards 70 - 71

Independent Auditors’ Report on Investment Compliance 72- 73

* * * * * *

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INDEPENDENT AUDITORS’ REPORT

The Board of Directors New York State Urban Development Corporation:

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of New York State Urban Development Corporation and Subsidiaries (the “Corporation”), a component unit of the State of New York, as of and for the years ended March 31, 2020 and 2019, and the related notes to consolidated financial statements, which collectively comprise the Corporation’s consolidated financial statements as listed in the table of contents.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Corporation’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation’s internal control. Accordingly, we express no such opinion. An ______Master Page # 34 of 349 - NYS Urban Development Corporation Meeting 8/20/2020

audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of New York State Urban Development Corporation and Subsidiaries, as of March 31, 2020 and 2019, and the changes in financial position and cash flows thereof for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Required Supplementary Information

Accounting principles generally accepted in the United States of America require that the management’s discussion and analysis on pages 4 through 20, the Schedule of Changes in the Corporation’s Total OPEB Liability and Related Ratios on page 67, the Schedule of Corporation’s Proportionate Share of the Net Pension Liability on page 68, and the Schedule of Corporation’s Employer Pension Contributions on page 69 be presented to supplement the basic consolidated financial statements. Such information, although not a part of the basic consolidated financial statements, is required by Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic consolidated financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic consolidated financial statements, and other knowledge we obtained during our audit of the basic consolidated financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance.

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Other Reporting Required by Government Auditing Standards

In accordance with Government Auditing Standards, we have also issued our report dated August 12, 2020, on our consideration of the Corporation’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Corporation’s internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Corporation’s internal control over financial reporting and compliance.

Williamsville, New York August 12, 2020

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NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Management’s Discussion and Analysis

March 31, 2020 and 2019

Our discussion and analysis of New York State Urban Development Corporation and Subsidiaries’ (“UDC” or the “Corporation”), doing business as Empire State Development (“ESD”), financial performance provides an overview of the Corporation’s financial activities for the fiscal year ended March 31, 2020. Please read it in conjunction with the Corporation’s consolidated financial statements.

Overview

Economic Development Programs and Initiatives

ESD continued its efforts to foster economic development throughout New York State during fiscal 2020. Its mission is to promote a vigorous and growing State economy, encourage business investment and job creation, and support diverse, prosperous local economies across New York State through the efficient use of loans, grants, tax credits, real estate development, marketing and other forms of assistance. To support the Corporation in carrying out its economic development mission, ESD invests strategically in infrastructure, innovation, place-making and revitalization, tradable sectors and workforce development; is transparent and responsive to the needs of diverse communities across the State through the active participation of ten Regional Economic Development Councils (“REDC” or “Regional Council”); supports the retention and health of existing businesses, the retention of populations, and the development of new businesses and industries that will contribute to the development of the 21st century economy; promotes equality of economic opportunities for minority-and women-owned businesses (“MWBEs”); provides early-stage support for new ventures, including the research and development of new technologies; and strengthens New York State’s innovation-based economy through partnerships with acclaimed universities, promoting entrepreneurialism through the development of incubators and next-generation manufacturing and technology hubs across the State. In addition, the State Legislature has provided the Corporation with various statutory powers, including the power to issue bonds, offer tax benefits to developers, condemn real property and waive compliance, where appropriate, with certain local codes and laws.

To enhance ESD’s business outreach and emphasize local priorities, New York’s REDC initiative was established in 2011, supported, in part, by funding via the Regional Council Capital Fund as part of the State’s fiscal year budget. Since 2011, the Regional Council Capital Fund, which is administered by ESD, has made available over $1.33 billion of capital grant funding for the State’s REDC initiative, which continues to help drive regional and local economic development across New York State in cooperation with ten Regional Councils. Regional Council Capital Funds are allocated among the State’s ten regions, each represented by a Regional Council, through a competitive process that includes each Regional Council’s development and implementation of a five-year regional strategic plan that sets out a comprehensive vision for economic development and specific strategies to implement that vision. ESD’s role in the State’s REDC initiative is to administer the Regional Council Capital Fund and other annual funding that is awarded through a competitive Consolidated Funding Application review process. ______4 Master Page # 37 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Management’s Discussion and Analysis, Continued

Economic Development Programs and Initiatives, Continued

During fiscal 2020, the ESD Directors and Chief Executive Officer (“CEO”) approved financial assistance for over 320 companies and organizations through the REDC initiative and other programs. These programs include the Buffalo Regional Innovation Cluster, the New York Works Program, the Empire State Economic Development Fund, the Market NY Program, the Upstate Revitalization Initiative, the New NY Broadband Program and the Restore NY Communities Initiative, which promote the economic development and health of New York State by facilitating the creation and/or retention of jobs or increased economic activity. During this period, the $970 million ESD investment is expected to leverage an additional $2 billion in total investment, resulting in the retention and creation of over 18,000 jobs.

The Buffalo Regional Innovation Cluster, known as the Buffalo Billion, was established in fiscal 2013 with a $1 billion investment in Western New York (“WNY”) to attract private sector investment and promote the creation of sustainable jobs. The program is focused on three sector strategies (advanced manufacturing, health and life sciences and tourism) and three core strategies (entrepreneurship, workforce and smart growth). Projects were developed to be catalytic and transformative, leveraging the region’s assets and moving the needle for WNY. In fiscal 2018, an additional $400 million was used to launch a second phase which builds on the success of initiatives that have already made dramatic improvements to the region’s quality of life, creating new economic opportunities for all Western New Yorkers. Phase II investments are focused around four central strategic areas: (1) implementing revitalization and smart growth efforts; (2) improving workforce development and job training; (3) growing the region’s target industry sectors of advanced manufacturing, tourism, agriculture, energy, and health and life sciences; and (4) fostering a culture of entrepreneurship and innovation. Among the current projects are the East Side Corridor Economic Development Fund; The Buffalo Blueway; Buffalo Manufacturing Works; Northland Workforce Training Center and Northland Corridor Redevelopment; 43North; Niagara Falls Strategic Land Acquisition Program; Workforce Development Challenge; University at Buffalo Innovation Hub; Restore the Gorge; Buffalo Niagara Talent Attraction Initiative; NFTA Light Rail Extension; and Better Buffalo Fund.

During fiscal 2020, the New NY $500 million Broadband Program (the “Program”) focused on implementation of its statewide portfolio of broadband deployment projects. Across its three funding rounds to date, the Program has supported over 120 individual projects, with 33 different partner broadband providers. These projects address over 250,000 unserved and underserved locations across the State, and leverage a total of $728 million in public/private funding. Over 90 percent of the Program’s funding was awarded to projects that address unserved areas of the State, connecting these communities for the first time. Between projects supported by the Program and additional State-secured broadband commitments, New York State has secured a $1 billion public/private investment that will ensure 99.9 percent of New Yorkers have access to broadband - with 99 percent at download speeds of 100 Megabits per second (Mbps) or greater, and the remainder at speeds of 25 Mbps. Certain projects are also leveraging additional support from the federal Connect America Fund. ______5 Master Page # 38 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Management’s Discussion and Analysis, Continued

Economic Development Programs and Initiatives, Continued

During 2019, Governor Cuomo announced an Upstate Cellular Coverage Task Force (the “Task Force”) to develop recommendations to enhance cellular coverage in upstate New York, including the Adirondacks and Catskills. The ESD Broadband team convened and led this Task Force, which brought together industry experts, community leaders, government officials, environmental constituencies, and other key stakeholders. Over the course of four meetings, the Task Force reviewed existing policies, potential constraints, and available resources to expanding cellular coverage. In the 2020 State of the State, Governor Cuomo announced a comprehensive plan to put New York on a path to full cellular service coverage, with particular focus on the estimated 1,950 miles of uncovered major roadways in the state.

Over the past nine years, New York State has helped small businesses secure over $1.3 billion in loan capital, and provided mentorship, training, and technical assistance to tens of thousands of firms, resulting in the launch of over 10,000 new small businesses. Much of that activity is conducted through programs administered by ESD. ESD also continued to successfully support small business, providing approximately $28.5 million in loans through the Small Business Revolving Loan Fund; issuing approximately $15 million in loans through the Capital Access Program; providing nearly $69.7 million in loans through the Linked Deposit Program; issuing approximately $21.2 million in credits through the Surety Bond Assistance Program; providing over $4.9 million in loans through the Bridge to Success Loan Program; and issuing approximately $1.2 million in loans through New York State Trust Funds. In addition to the successful loan programs, ESD continued to assist entrepreneurs through the Entrepreneurship Assistance Centers (“EAC”), which gives vital courses and classes in how to start and run a business. EAC have assisted in launching 175 new businesses and expanding 957 existing businesses. ESD also continued providing counseling to small businesses with Business Mentor NY, which is the State’s first one-on-one pro bono mentoring program, geared to help small businesses overcome challenges and spur growth. Since inception, over 9,800 mentors and entrepreneurs have enrolled and over 4,700 engagements have been initiated.

ESD also continued to manage the NY Venture investment funds, including the $100 million NYS Innovation Venture Capital Fund (“NYSIVCF” or the “Fund”). This Fund invests in eligible seed and early stage small businesses located, or in writing agree to be located, in New York State that (i) have the potential to generate additional economic activity in the State and (ii) are working in emerging technology fields or have the potential to achieve technological advances, innovation, transformation or development. Venture-backed companies are the economic engines responsible for most net new job growth nationally. During the fiscal year, the Fund made direct equity investments in 21 companies totaling $13 million. NYSIVCF also provides funding for the Technology Commercialization Program, an $8 million fund-of-funds investment program, which supports pre-seed investment opportunities throughout the State and, during the fiscal year, invested an additional $1 million into 12 companies.

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Management’s Discussion and Analysis, Continued

Economic Development Programs and Initiatives, Continued

ESD’s NYSTAR, Division of Science and Technology, primarily uses grants from the U.S. Federal government to increase the programs and services it offers. It supports over 70 centers that assist companies to commercialize technologies or access and utilize Research & Development capabilities of universities and the private sector.

In March 2020, the COVID-19 pandemic disrupted small businesses across New York State. Responding quickly to their needs, at their March 2020 meeting, the ESD Directors approved over $7 million in State funding to 70 non-profit centers, Entrepreneurship Assistance Centers, Small Business Development Centers and Community Development Financial Institutions. This enabled them to provide business counseling on loan applications and grant programs and allowed over 50 additional counselors to remotely counsel small businesses to start on the path to recovery.

In addition to the programs above, ESD continues to administer and manage a robust marketing program to help drive the State economy. The program has multiple components, broadly focused in two areas: (1) increasing the State’s tourism through consumer and trade programs that heighten the visibility of New York’s world class tourism attractions as ideal vacation destinations; and (2) attracting companies looking to expand, move or begin their operations in New York. Marketing activities include the development and placement of broadcast, print and out of home advertising, digital marketing, including both social media and paid search, experiential marketing and a presence at select trade shows and events. Marketing effectiveness research and media analytics are conducted on a monthly basis to ensure ESD is reaching its goals in website visits, perceptual changes and, ultimately, job creation and economic impact.

Economic Development Tax Incentives

ESD administers the Excelsior Jobs Program that provides job creation and investment incentives to firms in certain targeted industries, ranging from biotechnology to manufacturing. Businesses in these industries that create and maintain jobs or make significant financial investments in New York State are eligible to apply for up to four tax credits through the New York State Department of Taxation and Finance.

ESD also administers the New York State Film Tax Credit Program, which is designed to increase the film production and post-production industry presence in and overall economic benefits to New York State. Program tax credits totaling $420 million per year, which do not flow through ESD, can be allocated and used to encourage companies to produce film and television projects in the State and help create and maintain film industry jobs.

Subsidiaries and Economic Development Projects

In addition to assisting businesses, the Corporation continues to support major development and redevelopment efforts throughout the State through its many subsidiaries and its involvement in significant economic development projects. Some of the more significant projects are presented below.

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Management’s Discussion and Analysis, Continued

Moynihan Station Development Corporation

As part of the mission of Moynihan Station Development Corporation (“MSDC”), ESD purchased the James A. Farley Post Office (“Farley”) building in fiscal 2007 to redevelop the Moynihan Station. The acquisition was financed with (1) $130 million from the U.S. Postal Service; (2) $105 million from ESD; (3) $30 million from the Port Authority of New York and New Jersey (the “Port Authority”); and (4) a $75 million loan from Citibank that was repaid in full in May 2017.

The project is advancing in two distinct phases. Phase 1 included a new commuter concourse underneath the Farley Building grand staircase. Phase 2 is the redevelopment of the historic landmarked Farley Building to accommodate relocated Amtrak operations and expanded Long Island Rail Road (“LIRR”) passenger amenities within a new Moynihan Train Hall surrounded by more than 1 million square feet of retail and commercial office space.

In January 2016, ESD initiated a solicitation process for a Master Developer-Builder Team for Phase 2. Multiple submissions were received and subject to an extensive process of competitive review that resulted in the selection of the joint venture composed of The Related Companies, Vornado Realty Trust and Skanska USA. In June 2017, ESD and the joint venture executed a 99-year Master Lease and a Development Agreement. In a parallel effort, agreements defining the terms of occupancy and operations of Phase 1 and Phase 2 facilities by Amtrak and the LIRR, as well as the terms of continuing occupancy and operations of the United States Postal Service, were finalized. Construction on Phase 2 began in early 2017 and is targeted for substantial completion in December 2020.

Funding for Phase 2 was provided by (1) a $700 million New York State budget appropriation; (2) a $230 million up-front payment made by the Moynihan Interim Tenant LLC c/o Vornado Realty Trust pursuant to a Lease Agreement; (3) $150 million from the Port Authority; (4) $105 million from Amtrak; (5) $100 million from the Metropolitan Transit Authority; (6) $62 million in federal grants; and (7) a $526 million loan from the U.S. Department of Transportation (“USDOT”). The loan will be repaid using Payments-in-lieu-of-Taxes (“PILOT”) paid by the Master Developer to ESD under an agreement that also includes New York City. ESD initiated draws on the USDOT loan in October 2019 and the Developer has made all PILOT payments in accordance with the agreement.

During fiscal 2020, MSDC completed significant construction required for the planned relocation of Amtrak intercity rail operations from existing Pennsylvania Station into the redeveloped Farley Building. All train hall structural work has been completed and finishes have started, including platform escalators, baggage elevators and removal of much of the construction shielding. The start- up and commissioning were begun with the initial testing of the major infrastructure equipment and completion of the train shed area.

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Management’s Discussion and Analysis, Continued

New York Convention Center Development Corporation

The assets of New York Convention Center Development Corporation (“NYCCDC”) were transferred to ESD in 2005 and NYCCDC issued $700.0 million in revenue bonds to fund the expansion and renovation of the Jacob K. Javits Convention Center (the “Javits Center”). The bonds were secured by a hotel unit fee, which generated $53.2 million and $52.8 million for the fiscal years ended March 31, 2020 and 2019, respectively. The $735.2 million construction related to the original expansion and renovation of the Javits Center was completed in 2014.

Although these improvements enhanced the existing facilities, the operations and the ability to compete in the evolving convention center marketplace were challenged by a lack of meeting room space and truck parking. An additional expansion of the Javits Center was deemed necessary to address these challenges so that the facility could meet industry standards, host larger and more diverse events, and accommodate truck traffic generated by such events. To advance these goals, in April 2016, New York State passed legislation enabling NYCCDC to develop an expansion of the Javits Center under the design-build delivery method.

The new facilities expansion will include: a 480,000 square feet on-site truck marshaling facility, including twenty-seven (27) new loading docks; 92,000 square feet of new prime exhibit space; 98,000 square feet of new state-of-the-art meeting room and ballroom space; 113,000 square feet of pre- function space; a roof terrace accommodating 1,500 people for outdoor events; an expanded green- roof area; and LEED Silver certification. An important, but separate, component of the expansion is construction of a transformer building and the relocation of certain utilities. When concluded, the transformer building will supply utilities both to the existing and expanded Javits Center.

In fiscal 2017, as part of the funding sources of the expansion, NYCCDC issued $420.2 million in Senior and Subordinated Lien Revenue Bonds Series 2016A and Series 2016B (Hotel Unit Fee Secured) (the “Series 2016 Bonds”) to pay certain of the costs of expanding and renovating the Javits Center, fund certain accounts and pay the costs of issuance of the Series 2016 Bonds. Funding is also provided through a $1.0 billion New York State budget appropriation and previously issued available bond proceeds. Other sources may be provided as required.

The transformer construction budget is $98.5 million and the expansion construction budget is $1.3 billion. Expansion construction is expected to be completed in 2021.

As of May 2020, the expansion is in the last year of a four-year construction schedule. Construction is 75% complete. Concrete pours for the truck garage and steel erection for the remainder of the expansion are complete. Exterior cladding is 50% complete and interior trade work has commenced, including but not limited to, electrical, plumbing, and HVAC. The transformer building is essentially complete, currently powers the existing Javits Center and is ready to power the expansion upon completion. In addition, stand-by generator power is operational and available for the first time in the Javits Center.

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Management’s Discussion and Analysis, Continued

New York Convention Center Development Corporation, Continued

NYCCDC continues to evaluate the impacts of COVID-19 at both the expansion and transformer sites. The expansion site was ‘paused’ beginning March 28, 2020 and partially re-started April 25, 2020. Transformer work continued as essential construction related to the use of existing the Javits Center as a COVID-19 field hospital.

Harlem Community Development Corporation

The mission of Harlem Community Development Corporation (“HCDC”) is to formulate and implement a comprehensive program to revitalize the Harlem community. HCDC has three primary departments, Business Services, Community Development and the Weatherization Assistance Program (“WAP”), and each has an area of expertise that contributes to the mission. Business services and economic development continues to be HCDC’s primary focus, complementing ESD’s efforts in the areas of business attraction and retention, entrepreneurial assistance, New York State MWBE Certification, marketing and promoting of tourism, arts, culture, dining and entertainment in Upper Manhattan.

HCDC continues to engage the community by providing grants and technical assistance to facilitate the development and marketing of mixed-use facilities and community development projects. HCDC also supports various other community initiatives, programs and events, workforce development programs and initiatives, provides one-on-one U.S. Department of Housing and Urban Development (“HUD”) certified housing counseling services, and co-sponsors home buyer education and financial literacy workshops and seminars.

HCDC works closely with ESD staff, NYC & Co, the Upper Manhattan Empowerment Zone, locally- based Community Development Financial Institutions, Entrepreneurship Assistance Centers, Business Improvement Districts, merchant associations and chambers of commerce to coordinate economic development initiatives and opportunities including marketing, business development, small business lending and technical assistance.

Through its WAP Program, HCDC continues to maximize the benefits available to promote the health, safety and well-being of Upper Manhattan-based low-income residents of multi-family rental and cooperative buildings. WAP is funded through the U.S. Department of Energy (“DOE”) and overseen by New York State Homes and Community Renewal (“HCR”). It plays an important role in the preservation of hundreds of low-income housing units annually by improving energy efficiency and residents’ quality of life. WAP is actively seeking new sources of revenue (federal, state, city, utilities, foundations and private) in an effort to sustain its effectiveness in the community. In addition, WAP is looking to include more sustainable energy initiatives within its portfolio.

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Management’s Discussion and Analysis, Continued

Lower Manhattan Development Corporation

New York State designated ESD as the lead agency to provide assistance to businesses affected by the events of September 11, 2001. HUD gave ESD the ability to draw grant funds of up to $700.0 million to fund these efforts. In November 2001, the ESD Board of Directors authorized the creation of the Lower Manhattan Development Corporation (“LMDC”) to assist in the economic recovery and revitalization of lower Manhattan following the events of September 11, 2001. HUD provided LMDC the authority to draw grants up to $2.8 billion to fund these efforts. As of March 31, 2020, more than $3.3 billion of the total $3.5 billion of HUD funding has been disbursed by both ESD and its subsidiary, LMDC, to qualified businesses and individuals.

Atlantic Yards/Pacific Park Brooklyn Project

ESD continues to be actively involved in the Atlantic Yards/Pacific Park Brooklyn Project, which is the redevelopment of 22 acres of underutilized land in downtown Brooklyn. The general project plan that was adopted in July 2006 and modified in June 2009, includes the Barclays Center, transit and infrastructure improvements, an upgraded Long Island Rail Road (“LIRR”) train yard, 16 residential and commercial towers, and eight acres of open space. The residential development includes an affordable component. Four residential buildings are open with 63% as affordable units. Publicly accessible open space is active and commercial and retail tenants are in place.

The LIRR Yards are at substantial completion and it has significantly improved operations, providing an easier access point to the Atlantic Terminal station from the train yards. Foundational footings for the future platform overbuild and the residential buildings have been installed.

The ESD Board approved a 2014 Modified General Project Plan (“MGPP”) that accelerates development and ensures the timely arrival of key project deliverables for the community. The Atlantic Yards Community Development Corporation continues to facilitate progress of the project. Construction activities at the site are monitored in coordination with an owner’s representative and a mitigation monitor ensures the Developer’s compliance with the project’s Memorandum of Environmental Commitments.

Erie Canal Harbor Development Corporation

Erie Canal Harbor Development Corporation (“ECHDC”) is guided by its vision to revitalize Western New York’s waterfront and restore economic growth to Buffalo based on the region’s legacy of pride, urban significance and natural beauty. ECHDC has made significant advancements to the waterfront development and its goal to accomplish public/private partnerships. Its strategic investment in infrastructure and programming has resulted in unprecedented private investment in Buffalo’s waterfront. Since its inception, ECHDC has invested over $117 million of public funding into the region’s waterfront with a private investment of over $500 million. During fiscal 2020, ECHDC has: (1) funded over 2,000 events and activities at Canalside bringing over 1.5 million visitors to Buffalo; (2) concluded construction of the Explore and More Children’s Museum which opened in May 2019; (3) utilized the Canals in the winter for skating and other events; (4) pursued the redevelopment of

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Management’s Discussion and Analysis, Continued

Erie Canal Harbor Development Corporation, Continued

the Outer Harbor lands with ESD, NYS Parks and consultants; (5) provided events and programming on the ECHDC owned Outer Harbor land; and (6) continued implementation of Outer Harbor access and activation improvements, which focus on the development of several derelict and former industrial parcels emphasizing industrial heritage, ecology, access, water’s edge, recreation and comfort.

USA Niagara Development Corporation

As another commitment to Western New York, USA Niagara Development Corporation (“USAN”) continues its mission of dedication to the support and promotion of economic development initiatives in downtown Niagara Falls by leveraging private investment through targeted public investments in start-up capital, key infrastructure improvements, and organizational assistance. The overarching principle of USAN’s development strategy is simultaneously working on implementation of different types of projects with various development cycles, from smaller, short-term efforts to setting the stage for larger future projects. This approach has proven to be successful as USAN has completed or substantially completed portions of approximately 42 projects and is actively working on six other efforts in various stages of development, totaling nearly $400 million.

These projects range from key downtown streetscape infrastructure projects to improve the setting for downtown investment to middle-range efforts to reconnect downtown to its waterfront and to begin sensible infill development on shovel-ready downtown sites. Over the last several years, USAN has participated in seven hotel projects, adding approximately 600 new rooms and renovating 357 existing rooms. Proposed future projects include the restoration of the historic Hotel Niagara (estimated at $42 million). USAN is also working with NYS Parks on new outdoor recreation programming to capitalize on the world-class outdoor recreation assets along the Niagara Falls waterfront.

USAN acquired a portfolio of 31 individual properties (the “Anderson Properties”) totaling approximately ten acres of land in downtown Niagara Falls for the fair market value of $14.7 million. During fiscal 2020, a developer was selected for several of the properties which will become vibrant, mixed-use commercial developments within the Third Street Business District. These efforts represent a balance between strategic redevelopment of underutilized existing assets and progressive facilitation of new growth. Moreover, the intent is to pursue redevelopment in a manner that embodies the best principles of sound, sustainable community and tourism development.

Other Economic Development Projects

Other examples of ESD’s economic development and redevelopment include NYS-IBM Artificial Intelligence Hardware Center, Athenex, Applied Materials, Materials Engineering Technology Accelerator and AIM Photonics.

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Management’s Discussion and Analysis, Continued

The following is a summary of the Corporation’s financial information as of and for the years ended March 31, 2020 and 2019:

SUMMARY OF CONSOLIDATED STATEMENTS OF NET POSITION 2020 2019 Assets (In thousands) Current assets: Cash, equivalents and temporary investments $ 224,802 216,751 Other current assets 2,238,870 2,777,976 Total current assets 2,463,672 2,994,727 Non-current assets: Investment securities restricted or designated for state revenue bonds 834 17,753 Loans and leases receivable 90,709 95,184 Due from State of New York 13,725,980 12,556,059 Due from Port Authority of New York and New Jersey - 36,057 Due from New York Job Development Authority 27,298 26,914 Real property and office equipment, net 4,265,435 3,417,286 Other non-current assets 180,917 190,606 Total non-current assets 18,291,173 16,339,859 Total assets 20,754,845 19,334,586 Deferred outflows of resources 103,793 68,174 Liabilities Current liabilities: Bonds and notes payable 1,354,330 1,100,264 Other current liabilities 452,069 388,703 Total current liabilities 1,806,399 1,488,967 Non-current liabilities: Bonds and notes payable 14,253,523 13,552,482 Other non-current liabilities 315,228 334,163 Total non-current liabilities 14,568,751 13,886,645 Total liabilities 16,375,150 15,375,612 Deferred inflows of resources 287,805 357,717 Minority interest 430,349 337,820 Net position Restricted: Appropriations repayable under prescribed conditions 197,554 197,554 Other restricted for specific purposes 61,592 340,928 Total restricted 259,146 538,482 Net investment in capital assets 3,506,188 2,793,129 Total net position $ 3,765,334 3,331,611 ______13 Master Page # 46 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Management’s Discussion and Analysis, Continued

SUMMARY OF CONSOLIDATED STATEMENTS OF REVENUE, EXPENSES AND CHANGES IN NET POSITION 2020 2019 Operating revenue: (In thousands) Interest and finance income from: Residential projects $ 5,283 2,612 Nonresidential projects 16,498 9,933 Interest on state revenue bonds 1,288 4,144 Hotel tax revenue 53,168 52,788 Reimbursed grants 198,173 246,813 Economic development grants 943,229 899,532 State appropriation for programs 407,872 707,489 Other revenue 103,889 96,877

Total operating revenue 1,729,400 2,020,188

Operating expenses: Interest on state revenue bonds 1,288 4,144 Interest on subsidiary project bonds 28,517 29,009 Reimbursed grants 60,848 41,792 Economic development grants 950,566 905,988 General and administrative 130,383 131,150 Subsidiary program and administrative 13,047 23,370 Provision for recoveries on loans and leases receivable and investments in other assets 2,681 2,842 Depreciation 37,847 37,330

Total operating expenses 1,225,177 1,175,625

Minority interest (92,529) (126,954)

Operating income 411,694 717,609

Non-operating revenue 662,864 637,454

Non-operating expenses - interest and other costs on state revenue bonds 640,835 621,381

Change in net position 433,723 733,682

Net position at beginning of year 3,331,611 2,597,929

Net position at end of year $ 3,765,334 3,331,611

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Management’s Discussion and Analysis, Continued

Liquidity

The Corporation’s cash, cash equivalents and temporary investments totaled approximately $224.8 million and $216.8 million at March 31, 2020 and 2019, respectively. The $8.0 million increase is primarily due to the receipt of payments related to residential projects and a project on Roosevelt Island.

Capitalization

As of March 31, 2020, ESD had $14.3 billion in State revenue bonds outstanding. These bonds are issued on behalf of the State to provide the Corporation with funds for economic development activities, State Facilities, housing projects and other State supported financing activities. The State revenue bonds debt service is funded by New York State.

In March 2020, ESD issued $381.5 million in State Sales Tax Revenue Bonds: $338.5 million Series 2020A (Tax-Exempt) and $43.0 million Series 2020B (Federally Taxable) (the “Series 2020 Bonds”). The Series 2020 Bonds were issued for the purpose of, together with other available moneys, refunding various series of bonds issued by the New York Local Government Assistance Corporation and pay the cost of issuance, including swap termination payments in connection with certain bonds.

In October 2019, ESD issued $1,672.9 million in State Sales Tax Revenue Bonds: $1,148.9 million Series 2019A (Tax-Exempt) and $524.0 million Series 2019B (Federally Taxable) (the “Series 2019 Bonds”). The Series 2019 Bonds were issued for the purpose of financing Authorized Purposes. Proceeds of the Series 2019 Bonds were used to (a) finance or reimburse all or a portion of the costs of programs and projects within the State, including (i) capital projects for economic development initiatives, correctional facilities, environmental projects, military, State police and homeland security projects and facilities, housing programs, information technology projects, MTA Transportation facilities, State office buildings and youth program and other facilities (ii) SUNY grants, and (b) refund certain outstanding State-supported debt previously issued by the Corporation and the New York State Thruway Authority. In addition, proceeds of the Series 2019 Bonds were used to pay all or part of the cost of issuance of the Series 2019 Bonds.

In January 2019, ESD issued $1,543.8 million in State Personal Income Tax Revenue Bonds (General Purpose): $741.5 million Series 2019A (Tax-Exempt) and $802.3 million Series 2019B (Federally Taxable) (the “Series 2019 PIT Bonds”). The Series 2019 PIT Bonds were issued for the purpose of financing Authorized Purposes. Proceeds of the Series 2019 PIT Bonds were used to finance or reimburse all or a portion of the costs of programs and projects throughout the State, including information technology projects, housing assistance projects and programs, economic development projects, MTA Transportation Facilities and State facilities projects. In addition, proceeds of the Series 2019 PIT Bonds were used to pay all or part of the cost of issuance of the Series 2019 PIT Bonds.

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Management’s Discussion and Analysis, Continued

Interest Rate Transactions

The remaining balances of the interest rate swap agreements were $361.9 million and $374.7 million at March 31, 2020 and 2019, respectively. During fiscal 2020, the notional amount of the interest rate swap agreements in connection with the Service Contract Revenue Refunding Series 2008A Bonds (Variable Rate Demand Notes) decreased from $150.8 million at March 31, 2019 to $138.0 million at March 31, 2020.

Under the swap agreements, the Corporation effectively converted terms of the underlying debt obligation from a variable rate to a fixed rate. Under the terms of the agreement, the Corporation pays a fixed rate of 3.578% to the related counter-party and receives a variable rate equivalent to 65% of the 30-day LIBOR rate. The maturities of the swaps are equal to the maturities of the Series 2008A Bonds and amortization began in 2017 with a final maturity in 2030. Since the Corporation is fully reimbursed by the State for all swap-related payments, no gains or losses will be recognized.

The remaining $223.9 million interest rate swap balance supports the State Personal Income Tax Revenue Bonds, Series 2004A-3, with amortization ranging from 2025 to 2033. The Corporation receives a variable rate equivalent to 65% of the 30-day LIBOR rate and pays a fixed rate to the related counterparties of 3.49%. Since the Corporation is fully reimbursed by the State for all swap-related payments, no gains or losses will be recognized.

The fair value of the swaps is recorded as deferred inflows of resources and the related deferred loss as deferred outflows of resources.

Investment Ratings

As of March 31, 2020, the Corporation’s outstanding debt had ratings from among three major rating agencies. Below are some representative issues:

Underlying Ratings Issue Moody’s Fitch

State Sales Tax Revenue Bonds Series 2019A, 2019B Aa1 AA+ State Personal Income Tax Revenue Bonds Series 2019A, 2019B Aa1 AA+ NY Convention Center Development Corporation Senior Lien Revenue Bonds Series 2016A Aa3 N/A NY Convention Center Development Corporation Subordinated Lien Revenue Bonds Series 2016B A2 N/A

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Management’s Discussion and Analysis, Continued

Change in Net Position

The change in net position for the year ended March 31, 2020 was $433.7 million compared with $733.7 million in the prior year. The $300.0 million decrease is primarily due to a reduction in New York State budget appropriations for the expansion of the Javits Center and the Moynihan Station Development project.

Revenue

Operating revenue in the 2020 fiscal year was approximately $1,729.4 million compared with $2,020.2 million in fiscal year 2019. The $290.8 million decrease is primarily due to the following:

• State appropriation for programs decreased by $299.6 million due to a decrease of $302.0 million in New York State budget appropriation funding for the Javits Center expansion and the Moynihan Station Development project (the “MSD Project”) which was offset by an increase of $2.4 million in convertible loan project-related income; • Reimbursed grants revenue decreased by $48.6 million due primarily to decreases of $41.7 million in the reimbursement of program administration expenses and $38.0 million in funding for the MSD Project, which were offset by increases of approximately $19.1 million in HUD grant funding to LMDC and ESD as a result of increased activity in existing programs, $11.0 million in expense reimbursement related to the Farley Building and $1.0 million in funding for ECHDC; and • Interest on state revenue bonds decreased by approximately $2.9 million mainly due to the scheduled repayment of certain bonds.

Increases in operating revenue primarily occurred in the following categories:

• Economic development grants increased by $43.7 million due to an increase in activity within existing grant programs, including the following projects: NYS-IBM Artificial Intelligence Hardware Center, Athenex, Applied Materials, Materials Engineering Technology Accelerator and AIM Photonics; • Other revenue increased by approximately $7.0 million due to increases of $12.6 million related to interim tenant funding for the MSD Project and $2.5 million related to a project recapture payment, which were offset by a total decrease of $8.1 million in funding related to the State’s worldwide advertising and marketing promotion campaign, investment activity through the New York Innovation Venture Capital Fund, and mortgage interest income; • Interest and finance income from nonresidential projects increased by $6.5 million due primarily to an increase in tax equivalency payments related to a project on Roosevelt Island; • Interest and finance income from residential projects increased by $2.7 million due to additional payments made in accordance with twelve loan agreements; and • Hotel tax revenue increased by $0.4 million related to tourism activity in New York City.

Non-operating revenue was approximately $662.9 million in fiscal 2020 compared to $637.5 million in fiscal 2019. The $25.4 million increase is due primarily to the receipt of funds related to the issuances of new State Sales Tax Revenue Bonds, Series 2019 Bonds and Series 2020 Bonds, and an increase in the fair market value of investments. ______17 Master Page # 50 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Management’s Discussion and Analysis, Continued

Expenses

Operating expenses in the fiscal year ended March 31, 2020 were approximately $1,225.2 million compared to $1,175.6 million in fiscal year 2019. The $49.6 million increase is primarily due to the following:

• Economic development grants increased by $44.6 million due to an increase in activity within existing grant programs, including the following projects: NYS-IBM Artificial Intelligence Hardware Center, Athenex, Applied Materials, Materials Engineering Technology Accelerator and AIM Photonics; • Reimbursed grants expense increased by $19.1 million due to an increase in HUD grant funding to LMDC and ESD as a result of increased activity in existing programs; • Depreciation increased by approximately $0.5 million due to the acquisition of capital assets.

Decreases in operating expenses primarily occurred in the following categories:

• Subsidiary program and administrative expenses decreased by approximately $10.3 million primarily due to decreases in construction costs and development expenses for certain subsidiaries, including USAN and ECHDC, offset by the receipt of $7.0 million in termination fees received from NYC related to NYC’s use of land owned by NYCCDC; • Interest on state revenue bonds decreased by approximately $2.8 million due to the scheduled repayment of certain bonds; • General and administrative expenses decreased by approximately $0.8 million due primarily to a reduction in billing activity in the State's marketing and promotion program, offset by increases in miscellaneous income from grant application and commitment fees, payroll and fringe benefits and several non-personal services expenses, including professional fees for consultants and attorneys; • Interest on subsidiary project bonds decreased by approximately $0.5 million due to the scheduled repayment of debt obligations; and • Provision for recoveries on loans and leases receivable and investment in other assets decreased by approximately $0.2 million due primarily to a reduction in loan workouts;

Non-operating expenses were approximately $640.8 million in fiscal 2020 compared to $621.4 million in fiscal 2019. The $19.4 million increase is due primarily to expenses associated with the issuances of new State Sales Tax Revenue Bonds, Series 2019 Bonds and Series 2020 Bonds.

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Management’s Discussion and Analysis, Continued

Anticipated Future Events

COVID-19 The United States, including New York State, is presently in the midst of a national health emergency related to the COVID-19 virus. New York State was put on “pause” by Executive order of the Governor on March 22, 2020. The “pause” order remained fully in place in New York City until June 8, 2020, when Phase 1 of reopening began. The overall financial impact of COVID-19 on the Corporation is presently unknown, but the potential for some economic consequences exists. The total fiscal impact of COVID-19 on the Corporation and its future operations is not presently determinable.

Weatherization

As a result of COVID-19, all WAP work stopped on Monday, March 16, 2020, two weeks shy of the normal program year end. The DOE and HCR announced an extension of the 2019-2020 program year to March 31, 2021 (the end of the 2020-2021 program year). The DOE has indicated to HCR that the contract extension will be in two stages - the first stage will extend the contract to August 31, 2020 and the second will extend the contract to March 31, 2021. These extensions will enable the WAP to utilize the 2019-2020 budget through March 31, 2021.

State Revenue Bonds

In July 2020, ESD issued $2,297.5 million in State Personal Income Tax Revenue Bonds (General Purpose): $2,225.4 million Series 2020C (Tax-Exempt) and $72.1 million Series 2020D (Federally Taxable) (the "Series 2020 C&D Bonds"). The Series 2020 C&D Bonds were issued for the purpose of financing Authorized Purposes. Proceeds of the Series 2020 C&D Bonds are expected to be used to (a) finance or reimburse all or a portion of the costs of programs and projects within the State, including capital projects for economic development initiatives, correctional facilities, transportation initiatives, State office buildings and other facilities, environmental projects, youth program facilities, housing capital programs, hazardous waste remediation, agriculture, healthcare, parks and recreational facilities, SUNY grants, and certain projects related to the State contribution to the 2015- 19 Metropolitan Transportation Authority (MTA) Capital Plan that were originally financed with MTA Transportation Revenue Bond Anticipation Notes, and (b) refund certain State-supported debt previously issued by an Authorized Issuer. In addition, proceeds of the Series 2020 C&D Bonds will be used to pay all or part of the cost of issuance of the Series 2020 C&D Bonds.

In June 2020, ESD issued $1,780.2 million in State Personal Income Tax Revenue Bonds (General Purpose): $1,288.2 million Series 2020A (Tax-Exempt) and $492.0 million Series 2020B (Federally Taxable) (the "Series 2020 PIT Bonds"). The Series 2020 PIT Bonds were issued for the purpose of financing Authorized Purposes. Proceeds of the Series 2020 PIT Bonds are expected to be used to finance or reimburse all or a portion of the costs of programs and projects within the State, including (i) capital projects for economic development initiatives, the Jacob K. Javits Convention Center, homeland security projects and facilities, correctional facilities, transportation facilities, State office buildings, environmental projects, information technology projects, youth program facilities, the division of military and naval affairs, the division of State police and housing capital programs, and (ii) SUNY grants. In addition, proceeds of the Series 2020 PIT Bonds will be used to pay all or part of the cost of issuance of the Series 2020 PIT Bonds. ______19 Master Page # 52 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 EW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Management’s Discussion and Analysis, Continued

Request for Information

This financial report is designed to provide a general overview of ESD’s finances for all those with an interest in the Corporation’s finances. Questions concerning any of the information provided in this report, or requests for additional financial information should be addressed to the Chief Financial Officer, New York State Urban Development Corporation d/b/a Empire State Development, 633 Third Avenue, New York, New York 10017.

______20 Master Page # 53 of 349 - NYS Urban Development Corporation Meeting 8/20/2020

CONSOLIDATED FINANCIAL STATEMENTS

______Master Page # 54 of 349 - NYS Urban Development Corporation Meeting 8/20/2020

NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES Consolidated Statements of Net Position March 31, 2020 and 2019

2020 2019 Assets (In thousands) Current assets: Cash and equivalents $ 107,069 65,881 Temporary investments 117,733 150,870 224,802 216,751 Cash and investment securities restricted or designated for: State revenue bonds 590,086 955,329 Economic development 395,709 476,634 Subsidiary and other purposes 1,186,673 1,293,596 2,172,468 2,725,559 Loans and leases receivable: Non-residential, principally leases 1,900 2,000 Economic development loans 410 621 2,310 2,621 Due from Port Authority of New York and New Jersey 38,563 26,605 Other current assets 25,529 23,191 Total current assets 2,463,672 2,994,727 Non-current assets: Investment securities restricted or designated for state revenue bonds 834 17,753 Loans and leases receivable: Non-residential, principally leases 6,804 8,501 Economic development loans 83,905 86,683 90,709 95,184 Due from State of New York 13,725,980 12,556,059 Due from Port Authority of New York and New Jersey - 36,057 Due from New York Job Development Authority 27,298 26,914 Real property and office equipment, net 4,265,435 3,417,286 Other non-current assets 180,917 190,606 Total non-current assets 18,291,173 16,339,859 Total assets 20,754,845 19,334,586 Deferred outflows of resources Deferred loss on derivative 82,276 55,834 Deferred loss on refunding 1,058 1,126 Pensions 3,420 7,485 Contributions subsequent to measurement date 3,771 3,729 Post-employment benefits other than pensions 13,268 - Total deferred outflows of resources 103,793 68,174 (Continued) See accompanying notes to consolidated financial statements. ______Master Page # 55 of 349 - NYS Urban Development21 Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES Consolidated Statements of Net Position, Continued 2020 2019 Liabilities (In thousands) Current liabilities: Bonds and notes payable: State revenue bonds $ 1,261,285 1,010,410 Project revenue bonds - New York Convention Center Development Corporation 15,230 13,530 Other financing 77,815 76,324 1,354,330 1,100,264 Accounts payable and accrued expenses 323,530 257,774 Interest payable 41,224 56,101 Total OPEB liability 2,885 2,802 Other current liabilities 84,430 72,026 Total current liabilities 1,806,399 1,488,967

Non-current liabilities: Bonds and notes payable: State revenue bonds 12,998,450 12,447,069 Project revenue bonds - New York Convention Center Development Corporation 1,096,005 1,105,413 Other non-current financing 159,068 - 14,253,523 13,552,482 Repayable to related governmental entities 520 635 Net pension liability - proportionate share - ERS 6,644 2,907 Total OPEB liability 144,780 128,995 Other non-current liabilities 163,284 201,626 Total non-current liabilities 14,568,751 13,886,645 Total liabilities 16,375,150 15,375,612 Commitments and contingencies (note 18) Deferred inflows of resources Fair market value of derivatives 82,276 55,834 Grants payable 133,584 166,049 Pensions 2,166 9,308 Post-employment benefits other than pensions 8,133 546 Other 61,646 125,980 Total deferred inflows of resources 287,805 357,717 Minority interest 430,349 337,820 Net position: Restricted: Appropriations repayable under prescribed conditions 197,554 197,554 Other restricted for specific purposes 61,592 340,928 Total restricted 259,146 538,482 Net investment in capital assets 3,506,188 2,793,129 Total net position $ 3,765,334 3,331,611 See accompanying notes to consolidated financial statements. ______Master Page # 56 of 349 - NYS Urban Development22 Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES Consolidated Statements of Revenue, Expenses and Changes in Net Position Years ended March 31, 2020 and 2019

2020 2019 Operating revenue: (In thousands) Interest and finance income from: Residential projects $ 5,283 2,612 Nonresidential projects 16,498 9,933 Interest on state revenue bonds 1,288 4,144 Hotel tax revenue 53,168 52,788 Reimbursed grants 198,173 246,813 Economic development grants 943,229 899,532 State appropriation for programs 407,872 707,489 Other revenue 103,889 96,877 Total operating revenue 1,729,400 2,020,188

See accompanying notes to consolidated financial statements. ______23 Master Page # 57 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES Consolidated Statements of Revenue, Expenses and Changes in Net Position, Continued

2020 2019 (In thousands) Non-operating revenue: State appropriations for interest on state revenue bonds $ 626,120 605,495 Interest and finance income earned on investment of state revenue bond proceeds 14,689 15,999 Other investment income, including change in fair value 22,055 15,960 Total non-operating revenue 662,864 637,454 Non-operating expenses - interest and other costs on state revenue bonds 640,835 621,381 Non-operating income 22,029 16,073 Change in net position 433,723 733,682 Net position at beginning of year 3,331,611 2,597,929 Net position at end of year $ 3,765,334 3,331,611

See accompanying notes to consolidated financial statements.

______24 Master Page # 58 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows Years ended March 31, 2020 and 2019

2020 2019 (In thousands) Cash flows from operating activities: Interest and finance income received $ 21,781 12,545 State appropriation received for interest on debt 1,288 4,144 Other operating receipts 103,889 96,877 Cash received from hotel tax revenue 53,126 52,617 Grants received 1,591,096 1,878,849 Interest payments on state revenue bonds (29,805) (33,153) Payments for general and administrative expenses (80,150) (173,483) Grant payments (1,044,876) (911,649) Payments for pollution remediation (4) (937) Net cash provided by operating activities 616,345 925,810 Cash flows from non-capital financing activities - increase in other liabilities 84,706 49,432 Cash flows from capital financing activities: Bond proceeds - state revenue bonds 2,054,345 1,543,815 Retirement of state revenue bonds (1,252,089) (1,674,685) Accrued interest payable on revenue bonds (14,639) (1,033) Bond payments - New York Convention Center Development Corporation, net of issuing costs (7,878) (7,367) Advances on behalf of State of New York for special projects (1,169,921) 561,793 Payments of other financing (11,958) 1 Net cash provided by (used in) capital financing activities (402,140) 422,524 Cash flows from investing activities: Proceeds from sales/maturities of investment securities 7,816,894 9,681,798 Purchase of investment securities (7,213,747) (10,237,472) Investment income, net 22,029 16,073 Cash payments on behalf of the New York Job Development Authority (384) (362) (Continued)

See accompanying notes to consolidated financial statements. ______25 Master Page # 59 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows, Continued

2020 2019 (In thousands) Cash flows from investing activities, continued: Payments received from projects financed by corporate revenue bonds $ 1,797 1,832 Collections (payments) on economic development loans 193 (4,201) Net activity on economic development projects 1,491 (11,456) Investment in real property and office equipment (885,996) (862,919) Net cash used in investing activities (257,723) (1,416,707) Net change in cash and equivalents 41,188 (18,941) Cash and equivalents at beginning of year 65,881 84,822 Cash and equivalents at end of year $ 107,069 65,881 Reconciliation of operating income to net cash provided by operating activities: Operating income 411,694 717,609 Adjustments to reconcile operating income to net cash provided by operating activities: Depreciation expense 37,847 37,330 Minority interest 92,529 126,954 Provision for payment on loans and leases receivable and investments in other assets 2,681 2,842 Changes in: Due from Port Authority of New York and New Jersey 36,057 23,672 Other current assets (2,338) (4,415) Other assets 9,689 3,285 Deferred outflow - pensions 4,023 (2,564) Accounts payable and accrued expenses 65,756 (21,780) Grants payable (32,465) 41,783 Other liabilities (42) (1,782) Net pension liability 3,737 (5,484) Deferred inflow - pensions (7,142) 7,814 Deferred inflow - OPEB (5,681) 546 Net cash provided by operating activities $ 616,345 925,810

See accompanying notes to consolidated financial statements. ______26 Master Page # 60 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

March 31, 2020 and 2019

Note 1 - Corporate Background and Activities

The New York State Urban Development Corporation (“UDC” or the “Corporation”), which together with its subsidiaries does business as Empire State Development (“ESD”), is a corporate governmental agency of the State of New York (the “State”), constituting a political subdivision and a public benefit corporation. Accordingly, for financial reporting purposes, the accompanying consolidated financial statements are combined as a component unit enterprise fund in the State’s annual financial report. Created by legislation in 1968, ESD has broad powers, which can be utilized for civic, industrial, commercial or residential development purposes.

The consolidated financial statements include the accounts of the New York Convention Center Development Corporation (“NYCCDC”) which owns the Jacob Javits Convention Center (the “Javits Center”) and leases the facility to the State. In February 2004, ESD took control of NYCCDC.

ESD holds 67% of the common stock of NYCCDC and substantially controls its operations. Under Governmental Accounting Standards Board (“GASB”) Statement No. 39 - “The Financial Reporting Entity,” NYCCDC is considered a blended component unit of ESD and the assets, liabilities and results of operations are consolidated with the operations of ESD for financial reporting purposes.

ESD is engaged in various activities for the State, as highlighted below:

(a) Economic Development Programs and Initiatives ESD is the State’s primary agent for economic development and job creation with ten regional offices throughout the State, three of which, Albany, Buffalo and New York City, function as a co-headquarters. ESD’s mission is to promote a vigorous and growing State economy, encourage business investment and job creation, and support diverse, prosperous local economies across New York State through the efficient use of loans, grants, tax credits, real estate development, marketing and other forms of assistance. To support the Corporation in carrying out its economic development mission, ESD invests strategically in infrastructure, innovation, place- making and revitalization, tradable sectors and workforce development; is transparent and responsive to the needs of diverse communities across the State through the active participation of ten Regional Economic Development Councils; supports the retention and health of existing businesses, the retention of populations, and the development of new businesses and industries that will contribute to the development of the 21st century economy; promotes equality of economic opportunities for minority-and women-owned businesses; provides early-stage support for new ventures, including the research and development of new technologies; and strengthens New York State’s innovation-based economy through partnerships with acclaimed universities, promoting entrepreneurialism through the development of incubators and next- generation manufacturing and technology hubs across the state. In addition, the State Legislature has provided the Corporation with various statutory powers, including the power to

______27 Master Page # 61 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 1 - Corporate Background and Activities, Continued

(a) Economic Development Programs and Initiatives, Continued issue bonds, offer tax benefits to developers, condemn real property and waive compliance, where appropriate, with certain local codes and laws. Financial assistance to organizations is provided primarily through State appropriated funds received by the Corporation and State supported bonds issued by the Corporation which are disbursed to projects. Federal funding is also received through various programs to provide assistance to small businesses, businesses who have sustained losses as a result of natural disasters and other purposes that spur economic development.

(b) Subsidiaries and Economic Development Projects In addition to assisting businesses, the Corporation continues to support major development and redevelopment efforts throughout the State through its many consolidated subsidiaries and its involvement in significant economic development projects including Harlem Community Development Corporation, New York Convention Center Development Corporation, Moynihan Station Development Corporation, Erie Canal Harbor Development Corporation, USA Niagara Development Corporation, New York Empowerment Zone Corporation and Atlantic Yards/ Pacific Park Brooklyn.

Lower Manhattan Development Corporation (“LMDC”) was created as an ESD subsidiary to assist in the economic recovery and revitalization of lower Manhattan following the events of September 11, 2001. LMDC received a direct grant of up to $2.783 billion from the United States Department of Housing and Urban Development (“HUD”) and the Federal Transportation Administration. Approximately $56.5 million and $43.4 million was received and disbursed during the years ended March 31, 2020 and 2019, respectively.

In 2001, to further assist the efforts of LMDC, ESD was directly appropriated $700.0 million by HUD to assist with the recovery and revitalization of lower Manhattan. Approximately $6.0 million and $4.4 thousand was received and disbursed during the years ended March 31, 2020 and 2019, respectively.

Additionally, ESD administers the economic development activities of the New York Job Development Authority (“JDA”). JDA is not a component unit of ESD for financial reporting purposes.

(c) Economic Development Tax Incentives ESD administers the Excelsior Jobs Program that provides job creation and investment incentives to firms in certain targeted industries, ranging from biotechnology to manufacturing. In addition, ESD also administers the New York State Film Tax Credit Program, which is designed to increase the film production and post-production industry presence in and overall economic benefits to New York State.

______28 Master Page # 62 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 1 - Corporate Background and Activities, Continued

(c) Economic Development Tax Incentives, Continued Both of these tax incentive programs abate taxes collected by the State of New York. ESD has no authority to tax and collects no taxes. Therefore, disclosure of these abatements in accordance with GASB Statement No. 77 - “Tax Abatements,” occurs only within the State of New York Consolidated Annual Fiscal Report.

Note 2 - Summary of Significant Accounting Policies

(a) Basis of Accounting and Principles of Consolidation ESD is an enterprise fund that follows the economic resource measurement focus and the accrual basis of accounting. The Corporation complies with all applicable pronouncements of GASB as well as with authoritative pronouncements applicable to nongovernmental entities (e.g., Financial Accounting Standards Board Statements) that do not conflict with GASB pronouncements.

The consolidated financial statements of ESD include the accounts of all wholly-owned subsidiaries, as well as those of NYCCDC, its 67% owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

(b) Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

(c) Cash and Equivalents Cash and equivalents include cash deposits with banks and highly liquid temporary investments with original maturities of 90 days or less.

(d) Investment Securities Investment securities are reported at fair value in the consolidated statements of net position, and investment income, including changes in fair value, is reported as revenue in the consolidated statements of revenue, expenses and changes in net position.

The fair value of investment securities, which include United States Government and federal agency obligations and obligations of State and local governments, is generally based on quoted market prices. Commercial paper and mutual funds, including time deposits and repurchase agreements with maturities of one year or less, are reported at amortized cost. If required, collateral for these investments is held in the Corporation’s name by financial institutions as custodians. Investment income also includes realized gains and losses from the disposition of investments on a specific identification basis.

______29 Master Page # 63 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 2 - Summary of Significant Accounting Policies, Continued

(e) Loans and Leases Receivable Nonresidential loans are recorded at cost, net of amortization of principal. It is the intent of ESD to hold these loans for the foreseeable future or until maturity.

Nonresidential projects, including long-term, non-cancelable leases, are accounted for as financing transactions. The present value of aggregate future rentals (which is equivalent to the project development cost) is recorded as the net investment in the receivable at the inception of each lease and rentals are recognized as income over the lease term so as to produce a constant periodic rate of return on the net investment.

Economic development project receivables consist of loans financed by ESD primarily with appropriations received from the State. Revenue is recognized when economic development project receivables are collected, principal is amortized and interest income is recorded.

(f) Delinquent Interest Delinquent interest on nonresidential mortgages is recognized as income upon the receipt of cash.

(g) State Revenue Bonds State Revenue bonds are issued by ESD at the direction of the State to fund many programs, including Correctional Facilities, Youth Facilities, University Facilities, State Office Facilities, and Community Enhancement Facilities. Most state revenue bonds are issued under the Personal Income Tax Resolution for General Purpose. ESD expects to receive funds from the State under leases, financings, service contracts or through interest earned on available cash and investments related to such bonds, in amounts sufficient to cover bond debt service and expenses, such as bond administrative costs, discounts and advance refunding costs. During fiscal 2020 and 2019, ESD received $1.527 billion and $1.529 billion, respectively, from the State.

Funds received from the State were used to meet principal payments of $1,022.7 million and $933.0 million in fiscal 2020 and 2019, respectively, which were recorded as reductions of the amounts due from the State. In addition, during fiscal 2020 and 2019 ESD used $19.1 million and $4.4 million, respectively, of state revenue bonds investment earnings to meet principal and interest payments.

During fiscal 2020, at the direction of the New York State Division of the Budget, ESD received $207.0 million in advances for debt service obligations due throughout fiscal 2021 related to certain State supported debt. These funds are held with the Trustees and the investment earnings will be applied to future debt service obligations.

______30 Master Page # 64 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 2 - Summary of Significant Accounting Policies, Continued

(h) Bond Defeasances and Refundings ESD accounts for bond defeasances and refundings under the provisions of GASB Statement No. 23 - “Accounting and Financial Reporting for Refundings of Debt Reported by Proprietary Activities,” as amended by GASB Statement No. 65 - “Items Previously Reported as Assets and Liabilities,” and GASB Statement No. 86 - “Certain Debt Extinguishment Issues.” Accordingly, gains or losses representing the difference between the reacquisition price required to repay previously issued debt, and the net carrying amount of the retired debt, are reported as a deferred outflow of resources or a deferred inflow of resources, and subsequently amortized as a component of interest expense over the shorter of the remaining life of the old debt or the life of the new debt.

In fiscal 2016, NYCCDC fully refunded its $700 million Revenue Bonds Series 2005 (Hotel Unit Fee Secured) with the issuance of $632.1 million Revenue Refunding Bonds Series 2015 (Hotel Unit Fee Secured). These bonds will continue to be repaid from revenues received by NYCCDC from hotel unit fees imposed on rentals of hotel rooms located within all five boroughs of New York City.

In-substance defeasances of revenue bond issues do not result in any net gain or loss to ESD since it is fully reimbursed by the State for all expenses related to revenue bonds, including debt service requirements.

All adjustments related to these transactions result in a change to the amount due from New York State.

(i) Real Property and Office Equipment Real property, leasehold improvements and office equipment are recorded at cost. Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives of the assets or the related lease terms, which range from 2 to 40 years. Planning, development and construction costs for various projects which will ultimately be owned by the Corporation are capitalized when incurred and depreciated when placed in service.

As of March 31, 2020 and 2019, construction costs incurred in the amount of approximately $883.9 million and $860.3 million, respectively, were capitalized and included as part of building and improvements.

______31 Master Page # 65 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 2 - Summary of Significant Accounting Policies, Continued

(j) Revenue and Expense Classification The Corporation classifies operating revenue and expenses separately from non-operating items in the preparation of its consolidated financial statements. Operating revenue and expenses generally result from providing services in connection with the Corporation’s principal ongoing operations. The principal operating revenues are earnings from economic development grants and loans, fees collected from the issuance of bonds, hotel tax collections, State appropriations for interest on revenue bonds, and grants from federal, State and City agencies. The Corporation’s operating expenses include project and program costs, administrative expenses, interest related to corporate loans and revenue bonds, depreciation and pollution remediation costs. All revenue and expenses not meeting these definitions are reported as non-operating revenue and expenses.

(k) State Appropriations State appropriations are subject to approval by the State Legislature. ESD has no assurance that required State appropriations will be received beyond the current year to meet certain program, project and debt service obligations. State appropriations and available funds are anticipated to be sufficient to meet ESD’s obligations for fiscal 2021.

(l) Grants ESD administers certain reimbursement grant funds from Federal, State and City agencies. Reimbursement grants are awarded for a specifically defined program/project and are generally administered so that ESD is reimbursed for any qualified expenditures incurred by the grantee and made in connection to such programs/projects. ESD records reimbursement grants as revenue when the related program/project costs are incurred. Differences between the costs incurred on specific programs/projects and the related approved grants are reflected as a receivable or as a deferred inflow in the accompanying consolidated statements of net position.

(m) Derivative Instruments The Corporation had used interest rate swap agreements to manage the impact of interest rates on its Service Contract Revenue Refunding 2008A bonds and its State Personal Income Tax Revenue Bonds, Series 2004A-3 bonds. Accounting standards require that an entity recognize the fair value of all derivative instruments as either deferred outflows of resources or deferred inflows of resources in the consolidated statements of net position, with appropriate offsets to either operations or net position. The fair value of the instruments is recorded either as deferred outflows of resources or deferred inflows of resources. ESD is fully reimbursed by the State for all expenses related to revenue bonds.

______32 Master Page # 66 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 2 - Summary of Significant Accounting Policies, Continued

(n) Deferred Outflows and Inflows of Resources In the consolidated statements of net position, in addition to assets, the Corporation will sometimes report a separate section of deferred outflows of resources. This separate financial statement element represents a consumption of net position that applies to a future period and so will not be recognized as an outflow of resources (expense/expenditure) until then. The Corporation has five items that qualify for reporting in this category. The first item is the deferred loss on derivative instruments discussed in note 2(m). The second item is the deferred loss on refunding the NYCCDC Revenue Bonds (Hotel Unit Fee Secured) Series 2005 through the issuance of Revenue Refunding (Hotel Unit Fee Secured) Series 2015 Bonds discussed in note 11. The third item is related to pensions, which represents the effect of the net change in the Corporation’s proportion of the collective net pension asset or liability and difference during the measurement period between the Corporation’s contributions and its proportionate share of total contributions to the pension systems not included in pension expense. The fourth item is the Corporation’s contributions to the pension system subsequent to the measurement date. The fifth item is related to post-employment benefits other than pensions and represents the effect of the net change in the obligation caused by changes in actuarial assumptions discussed in note 9.

In the consolidated statements of net position, in addition to liabilities, the Corporation will sometimes report a separate section of deferred inflows of resources. The separate financial statement element reflects an increase in net position that applies to future periods. The Corporation will not recognize the related revenues until a future event occurs. The Corporation has five types of items that qualify for reporting in this category. The first item is the fair market value of derivative instruments held for the purpose of hedging a specific risk. The second item is in relation to grants receipts collected in advance of the period to be benefitted. The third item is related to pensions and represents the change in the proportion between the Corporation's contributions and the proportionate share of total plan contributions. The forth item is related to the post-employment benefit other than pensions, and represents differences between expected and actual experience and the effect of the net change in the obligation caused by changes in actuarial assumptions as detailed in note 9. The fifth item relates to other agreements into which the Corporation has entered that provide receipts in advance of the period to be benefitted and is detailed in note 14.

(o) Subsequent Events The Corporation has evaluated subsequent events through the date of the report which is the date the financial statements were available to be issued.

The United States, including New York State, is presently in the midst of a national health emergency related to the COVID-19 virus. The overall consequences of the COVID-19 on a national, regional and local level are unknown, but has the potential to result in a significant economic impact. The impact of this situation on the Corporation and its future results and financial position is not presently determinable. ______33 Master Page # 67 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 2 - Summary of Significant Accounting Policies, Continued

(o) Subsequent Events, Continued GASB issued Statement No. 95 - “Postponement of the Effective Dates of Certain Authoritative Guidance” in May 2020. This Statement has the primary objective of providing temporary relief to governments and other stakeholders in light of the COVID-19 pandemic. That objective is accomplished by postponing the effective dates of certain provisions in Statements and Implementation Guides that first became effective or are scheduled to become effective for periods beginning after June 15, 2018, and later. Earlier application of the provisions addressed in this Statement is encouraged and is permitted to the extent specified in each pronouncement as originally issued. Disclosures in note 18 have been updated accordingly.

As a resullt of COVID-19, all WAP work stopped on Monday, March 16, 2020, two weeks shy of the normal program year end. The DOE and HCR announced an extension of the 2019-2020 program year to March 31, 2021 (the end of the 2020-2021 program year). The DOE has indicated to HCR that the contract extension will be in two stages - the first stage will extend the contract to August 31, 2020 and the second will extend the contract to March 31, 2021. These extensions will enable the WAP to utilize the 2019-2020 budget through March 31, 2021.

In July 2020, ESD issued $2,297.5 million in State Personal Income Tax Revenue Bonds (General Purpose): $2,225.4 million Series 2020C (Tax-Exempt) and $72.1 million Series 2020D (Federally Taxable) (the "Series 2020 C&D Bonds"). The Series 2020 C&D Bonds were issued for the purpose of financing Authorized Purposes. Proceeds of the Series 2020 C&D Bonds are expected to be used to (a) finance or reimburse all or a portion of the costs of programs and projects within the State, including capital projects for economic development initiatives, correctional facilities, transportation initiatives, State office buildings and other facilities, environmental projects, youth program facilities, housing capital programs, hazardous waste remediation, agriculture, healthcare, parks and recreational facilities, SUNY grants, and certain projects related to the State contribution to the 2015-19 Metropolitan Transportation Authority (MTA) Capital Plan that were originally financed with MTA Transportation Revenue Bond Anticipation Notes, and (b) refund certain State-supported debt previously issued by an Authorized Issuer. In addition, proceeds of the Series 2020 C&D Bonds will be used to pay all or part of the cost of issuance of the Series 2020 C&D Bonds.

In June 2020, ESD issued $1,780.2 million in State Personal Income Tax Revenue Bonds (General Purpose): $1,288.2 million Series 2020A (Tax-Exempt) and $492.0 million Series 2020B (Federally Taxable) (the "Series 2020 PIT Bonds"). The Series 2020 PIT Bonds were issued for the purpose of financing Authorized Purposes. Proceeds of the Series 2020 PIT Bonds are expected to be used to finance or reimburse all or a portion of the costs of programs and projects within the State, including (i) capital projects for economic development initiatives, the Jacob K. Javits Convention Center, homeland security projects and facilities, correctional facilities, transportation facilities, State office buildings, environmental projects, information technology projects, youth program facilities, the division of military and naval affairs, the division of State police and housing capital programs, and (ii) SUNY grants. In addition, proceeds of the Series 2020 PIT Bonds will be used to pay all or part of the cost of issuance of the Series 2020 PIT Bonds. ______34 Master Page # 68 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 3 - Cash and Equivalents

Demand deposits are secured by letters of credit and collateral held by a bank or trust company as custodians. Securities are either delivered or registered by book entry in ESD’s name with bond trustees or custodian banks.

At March 31, 2020 and 2019, cash held in demand and custodial deposits, as well as cash equivalents were collateralized by the depository institution, generally with obligations of the United States, its agencies, or New York State obligations with a remaining maturity when purchased of 90 days or less, as follows (in thousands): 2020 2019 Carrying Bank Carrying Bank Amount Balance Amount Balance

Insured (FDIC) $ 1,550 1,550 1,330 1,330 Uninsured - collateral held by custodian in ESD’s name 451,035 451,678 419,665 420,023 Deposits held in trust for the Corporation’s benefit 281,293 281,293 23,709 23,709

Total cash and cash equivalents $ 733,878 734,521 444,704 445,062

Note 4 - Fair Value of Financial Instruments

Authorization for investment in securities is governed by written internal guidelines, statutes, State guidelines and bond resolutions. Permitted investments include:

• Obligations of the United States Treasury, agencies and authorities; • Direct obligations of the State of New York, its political subdivisions and public authorities; • Bonds and other obligations of governmental authorities, political subdivisions, Federal Agencies, Government Sponsored Enterprises (“GSE’s”) or public authorities of the State or of the United States of America, which are securities in which the Corporation lawfully may invest pursuant to applicable statutes, regulations and bond resolutions including, but not limited to, Federal National Mortgage Association (“FNMA”), Federal Farm Credit Bank (“FFCB”), Federal Home Loan Bank (“FHLB”), Federal Home Loan Mortgage Corporation (“FHLMC - Freddie Mac”), and Student Loan Marketing Association (“SLMA - Sallie Mae”); • Repurchase agreements with financial institutions authorized to do business in New York State which are listed as primary government securities dealers by New York’s Federal Reserve Bank, and which are collateralized by U.S. Government securities; • Commercial paper issued by domestic banks, corporations and financial companies rated “A-1” or better by Standard & Poor’s Corporation or “P-1” or better by Moody’s Investors Service, Inc.; • Restricted cash held for subsidiaries and for other purposes insured by the FDIC or fully collateralized in ESD’s name; • Certificates of deposit of banks or trust companies authorized to do business in the State; ______35 Master Page # 69 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 4 - Fair Value of Financial Instruments, Continued

• Units, shares or interest in a mutual fund or money market fund of regulated investment companies that meet specified criteria; and • Real property.

Investment securities cost and fair value at March 31, 2020 and 2019 consisted of the following (in thousands):

2020 Fair Unrealized Cost Value Loss

U.S. Government and Federal Agency obligations $ 1,662,867 1,657,832 (5,035) Restricted cash 633,203 633,203 -

Total $ 2,296,070 2,291,035 (5,035)

2019 Fair Unrealized Cost Value Loss

U.S. Government and Federal Agency obligations $ 2,515,913 2,508,137 (7,776) Restricted cash 386,045 386,045 -

Total $ 2,901,958 2,894,182 (7,776)

Fair Value Measurements

Generally accepted accounting principles established a framework that provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under generally accepted accounting principles are as follows:

• Level 1 - Valuations are based on quoted prices in active markets for identical assets or liabilities that the Corporation has the ability to access. • Level 2 - Valuations are based on quoted prices in markets that are not active or for which all significant inputs are observable directly, or indirectly. • Level 3 - Valuations are based on inputs that are unobservable and significant to overall fair value measurement.

The Corporation holds financial instruments with quoted prices in active markets for identical assets (level 1) of $1,657.8 million and $2,508.1 million at March 31, 2020 and 2019, respectively.

______36 Master Page # 70 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 4 - Fair Value of Financial Instruments, Continued

Restricted or designated investment securities held by ESD include cash and equivalents and investment securities amounting to $1,186.7 million and $1,293.6 million at March 31, 2020 and 2019, respectively. These amounts at March 31, 2020 and 2019 are restricted for special projects on behalf of the following subsidiaries/programs/purposes (in thousands):

2020 2019 Subsidiary/Programs/Purposes: 42nd Street Development Project $ 19,919 19,672 New York Empowerment Zone Corporation 3,832 5,795 Queens West Development Corporation 21,226 20,873 Harlem Community Development Corporation 8,521 8,036 Enterprise Community 874 857 USA Niagara Development Corp 4,360 4,847 Lower Manhattan Development Corporation 329 280 New York Convention Center Development Corporation 603,287 701,519 ESD Moynihan Station (James A. Farley Post Office Building) 121,396 206,566 ESD One Bryant Park 8,452 8,255 ESD Columbia SAC 808 1,070 ESD Erie Canal Harbor Development Corporation 25,373 26,352 ESD Privatization Program 1,074 1,052 Empire State New Market Corporation 3,879 3,093 ESD OPEB Liability Account 33,054 32,347 ESD Brooklyn Arena Project, ESD Atlantic Yard Project -Phase 1 226 285 ESD 125 Maiden Lane 63,735 63,947 ESD New York 3,092 3,112 ESD Project Repair Program 12,808 12,549 ESD Farley 770 1,245 ESD Marriot Marquis Purchase Option Fund 1,446 1,424 ESD TRAIL Remaining Fund 3,690 3,616 ESD Section 32 Remaining Fund 1,402 1,374 ESD Stadium Improvement Project - 25 ESD Erie County Stadium Corporation Capital Improvement 1,004 504 ESD Arthur Kill Development Project 231 237 ESD Bronx Psychiatric Center Development Project 1,570 1,530 ESD Venture Atlantic Yard Project - Phase 2 1,376 1,436 Public Authority Control Board Authorized (including rent subsidy program in Lower Manhattan) 181,584 157,294 ESD Bayview Correctional Facility Project 615 674 Statewide Local Development Corporation 18 15 ESD Belmont Park Imprest 50,853 - Other Purposes 5,869 3,715

Totals $ 1,186,673 1,293,596 ______37 Master Page # 71 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 5 - Loans and Leases Receivable

Nonresidential lease receivables, commercial lease receivables, real estate investments and economic development loans at March 31, 2020 and 2019 consist of the following (in thousands):

2020 2019 Number Balance Number Balance Non-residential lease receivables, commercial lease receivables and real estate investments: Lease receivables (a) 2 $ 4,592 2 $ 6,163 Commercial leases (b) 4 2,781 4 3,007 Real estate investments (c) 10 1,331 10 1,331

Sub-total 16 8,704 16 10,501

Economic development loans (d) 62 84,315 49 87,304

Total 78 93,019 65 97,805

Less current portion (2,310) (2,621)

Non-current portion $ 90,709 $ 95,184

(a) Non-residential Lease Receivables Non-residential lease receivables included three projects outstanding in 2020 and 2019, which were owned by ESD and leased to others. ESD earns a 7% to 8.25% return, plus the original investment of funds. At March 31, 2020, all remaining lease terms exceeded one year.

(b) Commercial Leases Commercial leases consist of ground rent and commercial Tax Equivalency Payments (“TEP”) pursuant to ground leases on 4 Roosevelt Island housing projects in 2020 and 2019, which include 2 non-subsidized, one subsidized, and 1 cooperative, totaling 2,141 units. Based on the existing TEP agreements, payments continue to the Corporation. The various ground lease terms range from 1 to 10 years. The receivable balance of $2.8 million is amortized at an average annual interest rate of 7.5%.

(c) Real Estate Investments Real estate investments consist of approximately 371 acres of land (comprised of 10 sites) in the Towns of Lysander and Amherst for residential, commercial and industrial development in the planned communities of Radisson and Audubon.

______38 Master Page # 72 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 5 - Loans and Leases Receivable, Continued

(d) Economic Development Loans Economic development loans consist of secured, low interest loans made to companies in the State to retain and create jobs. The terms of outstanding loans range from 1 to 13 years. The funds to make the loans come from State appropriations, which are not repayable. The loans are net of allowance for possible losses of approximately $44.0 million and $44.9 million at March 31, 2020 and 2019, respectively.

Note 6 - Due From Port Authority of New York and New Jersey (“the Port Authority”)

ESD expects to receive $395.0 million over 15.5 years from the Port Authority. The revenue stream was assigned to ESD in fiscal 2005 by the State of New York. The net present value of the future cash flows in the amount of approximately $280.0 million was recorded in the consolidated financial statements in fiscal 2005 as a receivable from the Port Authority and revenue (included with State appropriation for programs). At March 31, 2020, annual minimum payments to be received over the next year total approximately $40.1 million. The net present value of the receivable balance at March 31, 2020 and 2019 was $38.6 million and $62.7 million, respectively.

Note 7 - Real Property and Office Equipment

Real property and office equipment at March 31, 2020 and 2019 consists of the following (in thousands):

2020 Balance at Balance at March 31, March 31, 2019 Additions Disposals 2020

Land $ 372,905 - - 372,905 Buildings, improvements and construction in progress (incl. Farley) 2,294,184 447,199 - 2,741,383 Moynihan Station 1,222,072 436,660 - 1,658,732 Furniture and equipment 37,239 2,188 (55) 39,372

3,926,400 886,047 (55) 4,812,392 Less accumulated depreciation (509,114) (37,847) 4 (546,957)

Totals $ 3,417,286 848,200 (51) 4,265,435

______39 Master Page # 73 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 7 - Real Property and Office Equipment, Continued 2019 Balance at Balance at March 31, March 31, 2018 Additions Disposals 2019

Land $ 372,788 117 - 372,905 Buildings, improvements and construction in progress (incl. Farley) 1,895,209 398,975 - 2,294,184 Moynihan Station 760,773 461,299 - 1,222,072 Furniture and equipment 34,711 2,528 - 37,239

3,063,481 862,919 - 3,926,400 Less accumulated depreciation (471,784) (37,330) - (509,114)

Totals $ 2,591,697 825,589 - 3,417,286

(a) Buildings, Improvements and Construction In Progress Major components of buildings, improvements and construction in progress at March 31, 2020 and 2019 are as follows (in thousands): Net Net increase increase 2018 (decrease) 2019 (decrease) 2020

New York Convention Center Development Corporation $ 1,455,950 396,567 1,852,517 443,314 2,295,831 USA Niagara 22,351 100 22,451 - 22,451 James A. Farley Post Office Building and other ESD property 401,839 2,292 404,131 2,149 406,280 Other Subsidiaries 15,069 16 15,085 1,736 16,821

Total $ 1,895,209 398,975 2,294,184 447,199 2,741,383

(b) James A. Farley Post Office Building On March 30, 2007, ESD purchased of the James A. Farley Post Office Building for $230.0 million plus additional charges for interim operating and maintenance costs incurred prior to closing. The acquisition was financed as follows (in thousands):

Initial deposits $ 50,000 At closing 50,000 plus certain Consumer Price Index Adjustments At June 30, 2007 45,000 plus certain Consumer Price Index Adjustments At June 30, 2008 30,000 plus certain Consumer Price Index Adjustments

175,000 Deferred purchase price 55,000 plus certain Consumer Price Index Adjustments

Total $ 230,000

______40 Master Page # 74 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 7 - Real Property and Office Equipment, Continued

(b) James A. Farley Post Office Building, Continued ESD borrowed $75.0 million from a bank and incurred seller financed debt of $130.0 million to complete the acquisition.

The Port Authority of New York and New Jersey committed $140.0 million for the acquisition of the James A. Farley Post Office Building (the “Farley Building”). As the funds were received, they were recorded as revenue in the corresponding fiscal year. The $55 million deferred purchase is payable from tenants’ project revenue as described more fully in the funding agreements.

At March 31, 2020, ESD had paid all amounts related to the purchase of the Farley Building, except the $55.0 million deferred purchase and related accrued interest.

(c) Yale Building In August 2006, the Corporation entered into an agreement to purchase the Yale Building site from New York Convention Center Operating Corporation (“CCOC”). The agreement provided that NYCCDC defease certain outstanding bonds of CCOC in the amount of $66.2 million, subsequently reduced to $62.4 million. In addition to the defeasance amount, NYCCDC has agreed to make an additional $15.0 million payment to CCOC upon the sale or lease of certain property (as defined in the Purchase and Sale Agreement). This amount is not being recorded on the consolidated financial statements since it is contingent on the sale of a parcel of land owned by NYCCDC. All amounts incurred in connection with this purchase will be recorded as land.

(d) Depreciation Depreciation expense for the years ended March 31, 2020 and 2019 amounted to $37.8 million and $37.3 million, respectively.

Note 8 - Other Assets

Other assets at March 31, 2020 and 2019 consist of the following (in thousands):

2020 2019

Receivable from municipalities, other authorities and others $ 73,896 79,950 Hotel tax receivable 4,427 4,385 Prepaid insurance 3,357 5,585 Reserve for commercial real estate projects 115,764 114,013 Other 9,002 9,864

206,446 213,797 Less current portion (25,529) (23,191)

Non-current portion $ 180,917 190,606

______41 Master Page # 75 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 9 - Post-employment Benefits Other Than Pensions

Plan Description - The Corporation provides continuation of insured medical coverage through the Empire Plan for employees that retire with at least five years of credited service with the Corporation. The Corporation will also provide coverage in the event of early retirement if the employee qualifies for a State disability pension. The Corporation contributes 90% of costs for non- Medicare eligible individual participants and 81.5% of costs for non-Medicare eligible family participants. The Corporation contributes the full cost of coverage for Medicare eligible individual participants and at least 90% of costs for Medicare eligible family participants. The Corporation also reimburses covered retirees 100% of the Medicare Part B premium rate applicable to a given year. Surviving dependents of retired employees with at least ten years of service, employees in vested status or active employees with ten years of service and within ten years of retirement are also eligible for continued health insurance coverage at the same contribution requirement as active employees.

As indicated above, the Corporation provides certain health care benefits for retired employees. Substantially all of the Corporation’s employees may become eligible for these benefits if they reach the normal retirement age of the respective tier of the New York State Retirement System, while working for the Corporation. The Corporation, on an annual basis, accrues the cost which represents the present value of these benefits to be paid over the estimated lives of the retirees.

The number of participants as of April 1, 2019, the date of the valuation used for the March 31, 2020 measurement, was as follows:

Active employees 343 Retired employees 176

Total 519

Total OPEB Liability The Corporation’s total OPEB liability of $147.7 million was measured as of March 31, 2020 and was determined by an actuarial valuation as of April 1, 2019.

Actuarial Assumptions and Other Inputs The total OPEB liability in the April 1, 2019 actuarial valuation was determined using the following actuarial assumptions and other inputs, applied to all periods included in the measurement, unless otherwise specified:

Salary increases 2.5% (including general inflation)

Discount rate 2.27%

Healthcare cost trend rates 5.4% declining to 3.94%

______42 Master Page # 76 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 9 - Post-employment Benefits Other Than Pensions, Continued

Changes in the Total OPEB Liability Total OPEB liability as of April 1, 2018 $ 123,738 Changes for the year: Service cost 6,503 Interest on total OPEB liability 5,012 Changes in assumptions (654) Benefit payments (2,802)

Total changes 8,059

Total OPEB liability as of April 1, 2019 131,797 Changes for the year: Service cost 6,694 Interest on total OPEB liability 5,373 Differences between expected and actual experience (9,236) Changes in assumptions 15,922 Benefit payments (2,885)

Total changes 15,868

Total OPEB liability as of March 31, 2020 $ 147,665

Sensitivity of the total OPEB liability to changes in the discount rate The following presents the total OPEB liability of the Corporation, as well as what the Corporation’s total OPEB liability would be if it were calculated using a discount rate that is 1-percentage-point lower (1.27%) or 1-percentage-point higher (3.27%) than the current discount rate:

1% Discount 1% Decrease Rate Increase (1.27%) (2.27%) (3.27%)

Total OPEB liability $ 193,176 147,665 132,694

This analysis represents sensitivity of the OPEB liability as of March 31, 2020.

Sensitivity of the total OPEB liability to changes in the healthcare costs trend rates The following presents the total OPEB liability of the Corporation, as well as what the Corporation’s total OPEB liability would be if it were calculated using a rate that is 1-percentage point lower or 1- percentage point higher than the current trend rate:

1% Trend 1% Decrease Rate Increase

Total OPEB liability $ 128,182 147,665 200,017

This analysis represents sensitivity of the OPEB liability as of March 31, 2020.

______43 Master Page # 77 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 9 - Post-employment Benefits Other Than Pensions, Continued

At March 31, 2020 and 2019 the Corporation reported deferred outflows of resources and deferred inflows of resources related to OPEB from the following sources:

2020 2019 Deferred Deferred Deferred Deferred Outflows of Inflows of Outflows of Inflows of Resources Resources Resources Resources

Differences between expected and actual experience $ - (7,696) - -

Changes in assumptions 13,268 (437) - (546)

Total $ 13,268 (8,133) - (546)

Amounts reported as deferred inflows of resources related to OPEB will be recognized in OPEB expense as follows:

Year ending 2021 $ 1,005 2022 1,005 2023 1,005 2024 1,005 2025 1,115

______44 Master Page # 78 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements, Continued

Note 10 - State Revenue Bonds

At March 31, 2020 and 2019, ESD’s outstanding revenue bonds were as follows (in thousands): Balances Coupon Maturity (a) State Personal Income Tax Revenue Bonds (P.I.T.) 2020 2019 rates (%) dates State Facilities and Equipment 2004 Series A-2 $ 157,470 193,225 5.50 2025 2004 Series A-3 298,550 298,550 Variable Note 2033 General Purpose 2009 Series C - 205,435 4.00 - 5.00 Redeemed 2009 Series E (Taxable Build America) 576,080 576,080 5.77 2039 2010 Series A - 66,920 3.25 - 5.00 2020 2010 Series C (Taxable Build America) 401,430 413,760 4.81 - 5.84 2040 2011 Series A 373,375 393,135 3.50 - 5.00 2041 2011 Series B (Taxable) 18,220 35,980 2.79 2021 2013 Series A-1 530,670 566,560 3.50 - 5.00 2043 2013 Series A-2 34,475 45,145 2.00 - 5.00 2026 2013 Series C 585,330 616,800 5.00 2033 2013 Series D 357,140 407,785 5.00 2025 2013 Series E 657,205 686,275 5.00 2043 2013 Series F (Taxable) 140,110 184,250 2.90 - 3.45 2023 2014 Series A 750,920 806,735 5.00 2044 2014 Series B (Taxable) 160,375 203,725 2.60 - 3.08 2024 2015 Series A 807,770 813,650 5.00 2045 2015 Series B (Taxable) 16,765 73,005 2.17 2021 2016 Series A 1,515,585 1,596,290 2.00 - 5.00 2038 2017 Series A 783,275 806,265 3.50 - 5.00 2047 2017 Series B (Taxable) 734,120 839,785 2.10 - 3.42 2028 2017 Series C 667,895 701,775 4.00 - 5.00 2047 2017 Series D (Taxable) 953,030 1,017,510 2.38 - 3.47 2032 2019 Series A 741,460 741,460 4.00 - 5.00 2048 2019 Series B (Taxable) 802,355 802,355 2.94 - 3.90 2033 Total State Personal Income Tax Revenue Bonds 12,063,605 13,092,455 (Continued)

______Master Page # 79 of 349 - NYS Urban Development45 Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements, Continued

Note 10 - State Revenue Bonds, Continued Balances Coupon Maturity (b) University Facilities 2020 2019 rates (%) dates Columbia University 1989 Series (Taxable) $ - 4,594 zero coupon 2020 Cornell University 1989 Series (Taxable) - 615 zero coupon 2020 Clarkson University - Loan 1995 Series - 970 5.50 2020 University Facilities Grants 1995 Series 395 2,045 5.88 2021 Total University Facilities Issues 395 8,224

(d) Service Contract Refunding 2008 Series A 137,950 150,780 Variable note 2030 2010 Series A - 165,700 5.00 Redeemed 2011 Series A 1,205 2,375 4.00 2020 Total Service Contract Refunding 139,155 318,855 (e) State Sales Tax Revenue 2019 Series A 1,131,600 - 3.00 - 5.00 2049 2019 Series B (Taxable) 524,000 - 1.82 - 2.97 2034 2020 Series A 338,520 - 1.11 - 1.15 2024 2020 Series B (Taxable) 42,960 - 1.42 - 1.53 2025 Total State Sales Tax Revenue Bonds 2,037,080 - Total all issues 14,259,735 13,457,479 Less current portion (1,261,285) (1,010,410) Total non-current revenue bonds $ 12,998,450 12,447,069

A summary of changes in outstanding revenue bonds at March 31, 2020 and 2019 is as follows: 2019 Increases Decreases 2020 State Personal Income Tax Revenue Bonds $ 13,092,455 - (1,028,850) 12,063,605 University Facilities 8,224 - (7,829) 395 State Office Facilities 37,945 - (18,445) 19,500 Service Contract Refunding 318,855 - (179,700) 139,155 State Sales Tax Revenue Bonds - 2,054,345 (17,265) 2,037,080 Total $ 13,457,479 2,054,345 (1,252,089) 14,259,735 (Continued)

______46 Master Page # 80 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 10 - State Revenue Bonds, Continued

State revenue bonds issued by ESD on behalf of the State rely on financing and service contracts, leases and subleases with the State. State appropriations are provided to ESD to make debt service payments (principal and interest) on the bonds and related expenses. Therefore, the issuance of all state revenue bonds is not expected to result in any net revenue or expense to ESD, since any debt service not covered by available assets is recovered by State appropriation. ESD assets related to these financings as of March 31, 2020 and 2019 are as follows (in thousands):

2020 2019

Due from State of New York $ 13,725,920 12,555,999 Investment securities restricted or designated for state revenue bonds 834 17,753 Cash and investments 590,086 955,466 Less accrued interest payable (29,046) (43,685) Less other (28,059) (28,054)

Bonds payable $ 14,259,735 13,457,479

State Sales Tax Revenue Bonds Series 2020A and 2020B (Federally Taxable)

State Sales Tax Revenue Bonds Series 2019A and 2019B (Federally Taxable)

In October 2019, ESD issued $1,672.9 million in State Sales Tax Revenue Bonds: $1,148.9 million Series 2019A (Tax-Exempt) and $524.0 million Series 2019B (Federally Taxable) (the “Series 2019 Bonds”). The Series 2019 Bonds were issued for the purpose of financing Authorized Purposes. Proceeds of the Series 2019 Bonds were used to (a) finance or reimburse all or a portion of the costs of programs and projects within the State, including (i) capital projects for economic development initiatives, correctional facilities, environmental projects, military, State police and homeland security projects and facilities, housing programs, information technology projects, MTA Transportation facilities, State office buildings and youth programs and other facilities, (ii) SUNY grants, and (b) refund certain outstanding State-supported debt previously issued by the Corporation and the New York State Thruway Authority. In addition, proceeds of the Series 2019 Bonds were used to pay all or part of the cost of issuance of the Series 2019 Bonds.

______47 Master Page # 81 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 10 - State Revenue Bonds, Continued

State Personal Income Tax Revenue Bonds (General Purpose) Series 2019A and 2019B (Federally Taxable)

Annual maturities and interest obligations on State revenue bonds for the five years following March 31, 2020 are as follows (in thousands):

Principal Interest (a) Total

2021 $ 1,261,285 602,123 1,863,408 2022 1,145,035 555,307 1,700,342 2023 1,113,630 511,717 1,625,347 2024 1,022,655 468,460 1,491,115 2025 922,990 425,878 1,348,868

$ 5,465,595 2,563,485 8,029,080

(a) Excludes variable interest rate.

Aggregate principal maturities subsequent to 2025 are approximately $8.8 billion.

Interest Rate Transactions

______48 Master Page # 82 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 10 - State Revenue Bonds, Continued

The remaining $223.9 million interest rate swap balance supports the State Personal Income Tax Revenue Bonds, Series 2004A-3, with amortization ranging from 2025 to 2033. The Corporation receives a variable rate equivalent to 65% of the 30-day LIBOR rate and pays a fixed rate to the related counterparties of 3.49%. Since the Corporation is fully reimbursed by the State for all swap- related payments, no gains or losses will be recognized.

The fair value of the swaps is recorded as deferred inflows of resources and the related deferred loss as deferred outflows of resources.

Note 11 - New York Convention Center Development Corporation Revenue Bonds

In August 2015, NYCCDC, a subsidiary of ESD, issued $632.1 million Revenue Refunding Bonds Series 2015 (Hotel Unit Fee Secured) for the purpose of (a) refunding the outstanding balance of the $700.0 million Revenue Bonds Series 2005 (Hotel Unit Fee Secured); (b) paying certain costs of expanding and renovating the Jacob K. Javits Convention Center (the “Javits Center”) located in New York City; (c) funding certain reserves; and (d) paying for the costs of issuance. These bonds will be repaid from revenues received by NYCCDC from hotel unit fees imposed on rentals of hotel rooms located within all five boroughs of New York City.

In September 2016, NYCCDC issued $420.2 million in Senior and Subordinated Lien Revenue Bonds Series 2016A and Series 2016B (Hotel Unit Fee Secured): $193.1 million Senior Lien Series 2016A and $227.1 million Subordinated Lien Series 2016B (the “Series 2016 bonds”) were issued to (i) pay certain of the costs of expanding and renovating the Javits Center, (ii) fund the Revenue Account up to the Revenue Account Requirement, (iii) fund the Debt Service Reserve Accounts up to the Debt Service Reserve Accounts Requirements, (iv) fund a deposit to the Subordinated Lien Capitalized Interest Account, and (v) pay the costs of issuance of the Series 2016 Bonds. These bonds will be repaid from revenues received by NYCCDC from hotel unit fees imposed on rentals of hotel rooms located within all five boroughs of New York City.

NYCCDC maintains debt service reserve funds in accordance with the terms of the individual bond resolutions and enabling legislation.

______49 Master Page # 83 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 11 - New York Convention Center Development Corporation Revenue Bonds, Continued

As of March 31, 2020 and 2019, NYCCDC’s outstanding Revenue Bonds were as follows (in thousands):

Remaining Balances Coupon payments 2016 A and B Revenue Bonds 2020 2019 rates (%) to

Serial $ 32,810 34,970 2.75 - 5.00 2056 Term 4,390 4,390 5.00 2041 Term 45,475 45,475 5.00 2046 Capital Apprec. 374,789 362,665 Zero Cpn 2056

457,464 447,500 Unamortized bond premium 13,372 14,750

$ 470,836 462,250

2015 Revenue Bonds

Serial $ 298,055 309,425 3.00-5.00 2045 Term 121,635 121,635 5.00 2040 Term 50,285 50,285 3.50 2045 Term 25,010 25,010 4.00 2045 Term 100,225 100,225 5.00 2045

595,210 606,580 Unamortized bond premium 45,189 50,113

$ 640,399 656,693

2020 2019

2016 A and B Revenue Bonds $ 470,836 462,250 2015 Revenue Bonds 640,399 656,693

1,111,235 1,118,943 Less current portion (15,230) (13,530)

Total non-current project Revenue Bonds - New York Convention Center Development Corporation $ 1,096,005 1,105,413

Interest is payable semiannually on November 15th and May 15th of each year.

Series 2015 Bonds - Early redemption options may commence in 2025 at 100%.

Series 2016A and 2016B Bonds - Early redemption options on certain bonds may commence in 2026 at 100%.

______50 Master Page # 84 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 11 - New York Convention Center Development Corporation Revenue Bonds, Continued

Annual principal maturities and interest obligations for the next five years following March 31, 2020 are as follows (in thousands):

Principal Interest Total

2021 $ 15,230 32,236 47,466 2022 16,525 31,525 48,050 2023 17,835 30,698 48,533 2024 19,215 29,459 48,674 2025 20,620 28,497 49,117

$ 89,425 152,415 241,840

Aggregate principal maturities, including all accreted interest on capital appreciation debt, subsequent to 2025 are approximately $1.5 billion.

Note 12 - Other Financing

On March 30, 2007, ESD completed the purchase of the James A. Farley Post Office Building (the “Farley Building”) and entered into two financing agreements totaling $205.0 million. The first note, a $75.0 million mortgage loan, was issued to a bank and required semi-annual payments of interest only at the rate of 5.375% per annum. Principal together with all accrued but unpaid interest was originally due in April 2010. The second note was issued to the United States Postal Service for $130.0 million. Payments on the note were due on the following dates: (a) On June 30, 2007, $45.0 million as adjusted by the March 30, 2007 Consumer Price Index (“CPI”); (b) On June 30, 2008, $30.0 million as adjusted by the March 30, 2007 CPI; (c) the remaining balance of $55.0 million before adjustment by CPI is being deferred and is payable from tenants’ project revenues as described more fully in the funding agreement.

At March 31, 2020, ESD has paid all amounts related to the purchase of the Farley Building, except the $55.0 million deferred purchase that is to come from tenants’ project revenue. Interest based on CPI continues to accrue on this outstanding balance, and total interest accrued at March 31, 2020 and 2019 amounted to $22.8 million and $21.3 million, respectively.

On July 21, 2017, ESD executed a Transportation Infrastructure Finance and Innovation Act of 1998 (“TIFIA”) loan agreement with the United State Department of Transportation (“DOT”) for an amount up to $526,135,545 for renovation and reconstruction of the Farley Post Office building into the Moynihan Station Train Hall. The TIFIA loan is secured by Payment in Lieu of Taxes (“PILOT”) Revenues to be paid by the tenant of Moynihan Station. Beginning October 2019, ESD began to take monthly draws from the available TIFIA loan funds, and at March 31, 2020, ESD had drawn $159,068,464, leaving $367,067,081 available to be drawn. Interest accrues on the outstanding loan balance at a rate of 2.81% and during the year ended March 31, 2020, $30.4 thousand of interest was capitalized to construction in progress. ______51 Master Page # 85 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 13 - Other Liabilities

Other liabilities at March 31, 2020 and 2019 consist of the following (in thousands):

2020 Balance at Balance at March 31, March 31, 2019 Increases Decreases 2020 Restricted funds for grants, economic development programs and special projects/bonds $ 210,781 - (23,964) 186,817 Other loan and revolving loan programs - advances from State 413 - - 413 Other accruals 62,458 - (1,974) 60,484

Totals 273,652 - (25,938) 247,714 Less current portion (72,026) (84,430)

Non-current portion $ 201,626 163,284

2019 Balance at Balance at March 31, March 31, 2018 Increases Decreases 2019 Restricted funds for grants, economic development programs and special projects/bonds $ 163,052 47,729 - 210,781 Other loan and revolving loan programs - advances from State 413 - - 413 Other accruals 59,026 5,214 (1,782) 62,458

Totals 222,491 52,943 (1,782) 273,652 Less current portion (60,116) (72,026)

Non-current portion $ 162,375 201,626

______52 Master Page # 86 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 14 - Deferred Inflows of Resources - Other

Deferred inflows of resources - other at March 31, 2020 and 2019 consist of the following (in thousands):

2020 Balance at Balance at March 31, March 31, 2019 Increases Decreases 2020 Restricted funds for grants, economic development programs and special projects/bonds $ 11,499 - (145) 11,354 Deferred gain on ground lease deposit (a) 2,483 - - 2,483 Deferred funding for the Moynihan Station Project (b) 58,957 - (58,807) 150 Other loan and revolving loan programs - advances from State 1,754 - - 1,754 Other accruals (c) 51,287 - (5,382) 45,905

Totals $ 125,980 - (64,334) 61,646

2019 Balance at Balance at March 31, March 31, 2018 Increases Decreases 2019 Restricted funds for grants, economic development programs and special projects/bonds $ 11,722 - (223) 11,499 Deferred gain on ground lease deposit (a) 2,483 - - 2,483 Deferred funding for the Moynihan Station Project (b) 65,192 341,489 (347,724) 58,957 Other loan and revolving loan programs - advances from State 1,754 - - 1,754 Other accruals (c) 56,399 - (5,112) 51,287

Totals $ 137,550 341,489 (353,059) 125,980

(a) On November 26, 2007 the Harlem Community Development Corporation (“HCDC”) entered into a memorandum of understanding (“MOU”) with Danforth Development Partners, LLC (“Danforth”) for the redevelopment of the Victoria Theatre property. At the completion of the redevelopment project, HCDC will enter into a ground lease with Danforth, giving Danforth all rights in the property for the term of the lease. To execute the MOU, Danforth made a $1 million non-refundable deposit on the ground lease of the Victoria Theatre. Revenue from the deposit will remain deferred until the ground lease is executed. In fiscal 2016, HCDC received approximately $1.5 million in additional advances under this agreement. No advances were received in fiscal 2020 and 2019.

______53 Master Page # 87 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 14 - Deferred Inflows of Resources - Other, Continued

(b) The Moynihan Station Project (the “Project”) is proceeding according to the Development Agreement entered into on June 15, 2017 by and among the project sponsors, ESD, the Metropolitan Transit Authority, the National Railroad Passenger Corporation (“Amtrak”), and the private development partnership of The Related Companies, Skanska Construction and Vornado Realty Trust. Financial support of the Project is provided through an appropriation in the New York State budget of $700.0 million, of which $150.8 million was used to prepay the mortgage loan that encumbered the Farley Building and $549.2 million was used toward funding Phase 2 of the Project. Further funding was provided in accordance with an Agreement of Lease (the “Agreement”) dated June 15, 2017 by and between ESD and the Moynihan Interim Tenant LLC c/o Vornado Realty Trust (the “Tenant”), in which the Tenant agreed to contribute $230 million to Phase 2 of the Project. The $230 million in funding was fully utilized as of March 31, 2019. Additionally, pursuant to the Development Agreement for the Project, Amtrak contributed $105 million toward Phase 2 of the Project which was fully utilized as of March 31, 2019.

(c) The Corporation, through its subsidiary, Erie Canal Harbor Development Corporation (“ECHDC”), entered into a re-licensing agreement (“the agreement”) with New York Power Authority (“NYPA”), under which the Corporation will receive annual payments of $4.7 million through the year 2029. The remaining stream of payments as of March 31, 2020 is $42.3 million. The agreement requires ECHDC to submit an annual report to NYPA to show that this stream of payments is being expended in accordance with the agreement. The balance of this payment stream is deferred for specific performance by ECHDC.

Note 15 - Appropriations Repayable Under Prescribed Conditions

A recapitalization of ESD, involving the State and New York State Project Finance Agency (“PFA”), a corporate governmental agency constituting a public benefit corporation, took place during the years 1975 through 1978. PFA was created to provide funds to ESD to complete its outstanding development projects.

The appropriations repayable under prescribed conditions originated from the recapitalization of ESD. The State advanced $162.6 million to ESD and $198.1 million to PFA. The PFA obligation was assigned to ESD increasing the total amount repayable to $360.7 million. Since 1978, ESD has repaid $163.1 million to the State. The remaining balance of the obligation at March 31, 2020 and 2019 amounted to $197.6 million.

The “prescribed conditions” for repayment require that at no time shall the Director of the Budget of the State of New York (“Director”) request repayment of an amount greater than the excess of ESD’s aggregate revenues and receipts from operations (excluding borrowings, proceeds of sales of assets and appropriations) during its preceding fiscal year over the aggregate amount payable by ESD during the preceding fiscal year for expenses (including reasonable reserves for contingencies as approved by the Director) and debt service (without regard to any refunding of debt).

______54 Master Page # 88 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 15 - Appropriations Repayable Under Prescribed Conditions, Continued

The prescribed conditions for repayment were modified in 1997 by the provisions of Chapter 309 of the Laws of 1996 which require that resources provided by ESD’s corporate purpose bonds, issued in connection with a 1996 refunding of ESD’s original bonds (the “1996 Refunding”) be made available to assist the New York Job Development Authority (“JDA”) in meeting its lawfully incurred debts and obligations through the year 2012, and to provide up to $10 million over four years for ESD’s Housing Repairs and Modernization Fund.

Annually, ESD may be required, if and when notified by the State, to provide JDA, with amounts ranging from $10.0 million to $10.7 million, depending on anticipated annual cash flow savings from the 1996 Refunding. No payments were made to JDA in fiscal 2020 and 2019. No payments are anticipated to be made during fiscal 2021.

It is also anticipated that the $27.3 million due from JDA for reimbursement to ESD for administrative expenses incurred on behalf of JDA as of March 31, 2020 ($26.9 million as of March 31, 2019), may also be credited against appropriations repayable under prescribed conditions. ESD has accrued interest on the amount due from JDA since 1997. The interest rate used is the annualized average weighted yield earned by ESD on its investment portfolio. The cumulative interest earned, which covers the last twenty-five fiscal years, is $8.5 million.

Note 16 - Retirement Plans

(a) Deferred Compensation and Postemployment Benefits Some employees of ESD have elected to participate in the State’s deferred compensation plan in accordance with Internal Revenue Code section 457. ESD has no liability related to this plan.

Continued health insurance coverage is the only postemployment benefit provided to ESD retirees. The coverage is provided to former employees at a shared rate. It is administered through the New York State Department of Civil Service Employee Benefits Division. Full-time employees who are vested and choose to terminate employment or who retire and draw a pension from the New York State and Local Retirement System (“ERS” or the “System”) are eligible for this benefit.

(b) New York State and Local Retirement System ESD participates in the System. This is a cost-sharing multiple-employer retirement system. The System provides retirement benefits, as well as death and disability benefits. The net position of the System is held in the New York State Common Retirement Corporation (the “Retirement Corporation”), which was established to hold all net assets and record changes in plan net position allocated to the System. The Comptroller of the State of New York serves as the trustee of the Retirement Corporation and is the administrative head of the System. The System benefits are established under the provision of the New York State Retirement and Social Security Law. Once a public employer elects to participate in the System, the election is irrevocable. The New York State Constitution provides that pension membership is a contractual relationship and plan benefits cannot be diminished or impaired. Benefits can be changed for future members only by enactment of a State statute. ______55 Master Page # 89 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 16 - Retirement Plans, Continued

(b) State Employees’ Retirement System, Continued The Retirement Corporation also participates in the Public Employees Group Life Insurance Plan, which provides death benefits in the form of life insurance. The System is included in the State’s financial report as a pension trust fund. That report, including information with regard to benefits provided, may be found at www.osc.state.ny.us/retire/publications/index.php or obtained by writing to the New York State and Local Retirement System, 110 State Street, Albany, New York 12244.

The System is noncontributory except for employees who joined after July 27, 1976, who contribute 3 percent of their salary for the first ten years of membership, and employees who joined on or after January 1, 2010 and before April 1, 2012 who generally contribute 3.0 percent of their salary for their entire length of service. Those joining on or after April 1, 2012 are required to contribute between 3 and 6 percent, dependent on salary, throughout their working careers. The Comptroller annually certifies the actuarially determined rates expressly used in computing the employers’ contributions based on salaries paid during the System’s fiscal year ending March 31.

Contributions for the current year and two preceding years were equal to 100 percent of the contributions required, and were as follows (in thousands):

ERS

2020 $ 3,771 2019 3,729 2018 3,767

(c) Pension Liabilities. Pension Expense, and Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions At March 31, 2020 and 2019, ESD reported the following liability for its proportionate share of the net pension liability for ERS. The net pension liability was measured as of March 31, 2019 and 2018. The total pension liability used to calculate the net pension liability was determined by an actuarial valuation. ESD’s proportionate share of the net pension liability was based on a projection of its long-term share of contributions to the System relative to the projected contributions of all participating members, actuarially determined. This information was provided by ERS in reports provided to ESD (in thousands).

2020 2019

Actuarial valuation date 4/1/2018 4/1/2017

Net pension liability $ 6,644 2,907

Corporation’s proportion of the Plan’s net pension liability .0937709% .0900706% Change in proportionate share .0037003% .0007714% ______56 Master Page # 90 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 16 - Retirement Plans, Continued

(c) Pension Liabilities. Pension Expense, and Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions, Continued For the years ended March 31, 2020 and 2019, ESD recognized ERS pension expense of $4.4 million and $3.5 million, respectively. At March 31, 2020 and 2019, ESD’s reported deferred outflows of resources and deferred inflows of resources related to pensions from the following sources (in thousands):

March 31, 2020 Deferred Deferred Outflows of Inflows of Resources Resources

Differences between expected and actual experience $ 1,308 446 Changes in assumptions 1,670 - Net difference between projected and actual earnings on pension plan investments - 1,705 Changes in proportion and differences between the Corporation’s contributions and proportionate share of contributions 442 15 Corporation’s contributions subsequent to the March 31, 2019 measurement date 3,771 -

Total $ 7,191 2,166

March 31, 2019 Deferred Deferred Outflows of Inflows of Resources Resources

Differences between expected and actual experience $ 1,037 857 Changes in assumptions 1,927 - Net difference between projected and actual earnings on pension plan investments 4,222 8,334 Changes in proportion and differences between the Corporation’s contributions and proportionate share of contributions 299 117 Corporation’s contributions subsequent to the March 31, 2018 measurement date 3,729 -

Total $ 11,214 9,308

______57 Master Page # 91 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 16 - Retirement Plans, Continued

(c) Pension Liabilities. Pension Expense, and Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions, Continued ESD contributions subsequent to the measurement date will be recognized as a reduction of the net pension liability in the year ended March 31, 2020. Other amounts reported as deferred outflows of resources related to pensions will be recognized in pension expense as follows (in thousands):

Year ended ERS

2020 $ 1,500 2021 (1,172) 2022 (21) 2023 947 2024 - Thereafter -

(d) Actuarial Assumptions The total pension liability as of the measurement date was determined by using an actuarial valuation as noted in the table below, with update procedures used to roll forward the total pension liability to the measurement date. The significant actuarial assumptions used in the valuations were as follows:

Measurement date March 31, 2019 Actuarial valuation date April 1, 2018 Interest rate 7.0% Salary scale 3.8% Average Decrement tables April 1, 2010 - March 31, 2015 System’s Experience Inflation rate 2.5%

Annuitant mortality rates are based on April 1, 2010 - March 31, 2015 System’s experience with adjustments for mortality improvements based on MP-2014.

The actuarial assumptions used in the April 1, 2018 valuation are based on the results of an actuarial experience study for the period April 1, 2010 - March 31, 2015.

The long term rate of return on pension plan investments was determined using a building block method in which best estimate ranges of expected future real rates of return (expected returns net of investment expense and inflation) are developed for each major asset class. These ranges are combined to produce the long term expected rate of return by weighting the expected future real rates of return by each of the target asset allocation percentage and adding expected inflation. Best estimates of the arithmetic real rates of return for each major asset class included in the target asset allocation are summarized as follows:

______58 Master Page # 92 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 16 - Retirement Plans, Continued

(d) Actuarial Assumptions, Continued Measurement date March 31, 2019

Real Rate Target of Return* Allocation Asset type: Domestic equity 4.55% 36.0% International equity 6.35% 14.0% Private equity 7.50% 10.0% Real estate 5.55% 10.0% Absolute return strategies 3.75% 2.0% Opportunistic portfolio 5.68% 3.0% Real assets 5.29% 3.0% Bonds and mortgages 1.31% 17.0% Cash (0.25%) 1.0% Inflation - indexed bonds 1.25% 4.0%

*Real rate of return is net of long-term inflation assumption of 2.50%.

(e) Discount Rate The discount rate used to calculate the total pension liability as of the March 31, 2019 measurement date was 7.0%. The projection of cash flows used to determine the discount rate assumes that contributions from plan members will be made at the current contribution rates and that contributions from employers will be made at statutorily required rates, actuarially. Based upon the assumptions, the System’s fiduciary net position was projected to be available to make all projected future benefit payments of current plan members. Therefore, the long term expected rate of return on pension plan investments was applied to all periods of projected benefit payments to determine the total pension liability.

(f) Sensitivity of the Proportionate Share of the Net Pension Liability to the Discount Rate Assumption The following presents ESD’s proportionate share of the net pension liability calculated using the discount rate of 7.0%, as well as what ESD’s proportionate share of the net pension liability would be if it were calculated using a discount rate that is 1-percentage point lower (6.0%) or 1- percentage point higher (8.0%) than the current rate (in thousands):

1% Current 1% Decrease Assumption Increase (6.0%) (7.0%) (8.0%) Employer’s proportionate share of the net pension (asset) liability $ 29,048 6,644 (12,177)

______59 Master Page # 93 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 16 - Retirement Plans, Continued

(g) Pension Plan Fiduciary Net Position The components of the current-year net pension liability of all participating employers as of the respective valuation dates, were as follows:

(Dollars in Millions)

Valuation date 4/1/2018 4/1/2017

Employers’ total pension liability $ (189,803) (183,400) Plan net position 182,718 180,173

Employers’ net pension liability $ (7,085) (3,227)

Ratio of plan net position to the Employers’ total pension liability 96.3% 98.2%

(h) Contributions to the Pension Plan Employer contributions are paid annually based on the System’s fiscal year which ends on March 31. Retirement contributions as of March 31, 2020 and 2019 represent the projected employer contributions for the period of April 1, 2018 through March 31, 2019 and April 1, 2017 through March 31, 2018, respectively, based on paid ERS wages multiplied by the employer’s contribution rate, by tier. This amount has been recorded as deferred outflows of resources in the accompanying consolidated financial statements.

(i) New York State Voluntary Defined Contribution Program In March 2012, Chapter 18 of the Laws of 2012 was signed into law and allows ESD employees, that meet certain requirements, to participate in the State University of New York (“SUNY”) optional retirement plan called the NYS Voluntary Defined Contribution Plan (“VDC Program”).

Beginning July 1, 2013, employees who earn $75,000 or more were given the option of joining either the VDC program or the ERS. The VDC program provides benefits that are based on contributions made by both ESD and the participant. Employee contribution rates range from 4.5% to 6%, dependent upon annual salary. The employer contribution rate is 8% of gross income. All contributions and any subsequent earnings are held by ESD in a segregated account and credited to individual accounts for each plan participant. Employees vest after one year of service, at which time their entire account balance is transferred to an investment firm of their choosing within the VDC program. ESD’s involvement with their account ends at that time. The amount owed to participants upon retirement is based solely on the account balance at the time of withdrawal.

As of March 31, 2020 and 2019, there were 40 and 37, respectively, ESD employees enrolled in the VDC Program.

______60 Master Page # 94 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 17 - Commitments and Contingencies

Commitments and contingencies at March 31, 2020 consist of the following:

(a) Legal Actions General ESD and its subsidiaries are named as defendants in legal actions arising in the normal course of its economic development operations, including matters regarding employment, alleged breach of contract, condemnation proceedings and other claims under federal and New York State law. In addition, defendants in mortgage loan foreclosure proceedings initiated by ESD assert defenses and counterclaims for damages. ESD believes that the ultimate outcome of legal actions arising in the normal course of operations will not have a material adverse effect on its financial condition.

ESD and/or its subsidiaries are also named as defendants in many personal injury actions allegedly arising out of accidents occurring on land or buildings owned by ESD and/or its subsidiaries. In all such cases, the potential liability of ESD and/or its subsidiaries is minimal inasmuch as the claims are covered either by ESD’s own liability insurance or by indemnity insurance required by ESD from the tenants and/or developers of the sites of the alleged accidents or by contractors.

Atlantic Yards Land Use Improvement and Civic Project With respect to the Atlantic Yards Land Use Improvement and Civic Project (the “Project”), located in Brooklyn, New York, ESD has exercised its powers under the New York State Eminent Domain (condemnation) Procedure Law in three proceedings.

ESD filed its first condemnation petition in December 2009 to obtain title to certain private Phase I properties needed for the Project; ESD took title to such properties pursuant to court order in March 2010; and ESD obtained vacant possession of such properties in May 2010. The one remaining issue in this proceeding is the valuation of the last of the condemned properties: a former six‐story building. Claims for additional compensation have been settled or adjudicated and paid.

ESD filed its second condemnation petition in August 2014 to obtain title to Phase II properties needed for the Project. ESD took title to these properties pursuant to court order in September 2014 and ESD obtained vacant possession of the properties in May 2015. The value of each of the claims has been settled or otherwise determined by the Court and paid by the Project developer.

______61 Master Page # 95 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 17 - Commitments and Contingencies, Continued

(a) Legal Actions, Continued Atlantic Yards Land Use Improvement and Civic Project, Continued On November 21, 2019, ESD filed its third condemnation petition to obtain title to properties needed for Phase III, the final phase of the Project, consisting of two lots designated as Site 5. The developer now owns one of the lots. ESD made an offer to acquire the other lot, and it is likely that a claim for additional compensation may be made once ESD vests title in the lot. There is an ongoing court dispute between the developer and the site’s owner. In connection with that dispute, the court enjoined the developer and the owner has brought a civil contempt proceeding against ESD and other parties for allegedly violating the terms of a trial court injunction. ESD has moved to dismiss the motion for contempt and a motion to stay the condemnation pending final appeal of the injunction.

Pursuant to the Project contract with the developer, all condemnation awards (including the awards for Site 5 if the Site 5 condemnations are allowed by the courts to proceed) are to be paid by the Project developer, not ESD. Therefore, these litigations are not expected to have a material adverse effect on ESD’s financial position.

Erie Canal Harbor Development Corporation (“ECHDC”) In April 2012, ECHDC, a subsidiary of ESD, entered into the Inner Harbor Development Phase 3A‐ Canalside Public Canal Environmental Contract. The total contract price was not to exceed $19.784 million. In July 2013, ECHDC terminated the contractor due to the contractor’s failure to properly and timely perform its obligations under the contract. The work was completed by the bonding company. The contractor brought one action in federal court (naming ECHDC and ESD, among others, as defendants) and multiple actions in State court challenging the termination and seeking an undisclosed amount of monetary relief. The federal action was dismissed in September 2017 and the plaintiff has no further appeal rights. All pending State court claims were consolidated into a single action and the bonding company was substituted as the real party‐in‐interest. The bonding company seeks relief for excess costs in completing the project in the approximate amount of $18 million. Discovery has concluded. Each of ECHDC and the bonding company has moved for summary judgment on several grounds. ECHDC was successful on several grounds which were appealed by the bonding company. The appeals of those issues are pending.

In April 2019, a new state court lawsuit was filed, naming ECHDC and ESD, among other defendants. ECHDC believes that the new suit is effectively a re‐filing of the claims that plaintiffs initially raised in the dismissed federal court action. ECHDC moved to dismiss all claims in the lawsuit. The court dismissed several of the claims raised and ECHDC is currently appealing the court’s decision for those claims not dismissed. That appeal is pending.

______62 Master Page # 96 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 17 - Commitments and Contingencies, Continued

(b) Contingencies Lower Manhattan Development Corporation (“LMDC”) LMDC’s activities are funded by HUD and are governed by various federal rules and regulations. Costs charged to the HUD grants are subject to audit and adjustment by HUD; therefore, to the extent that HUD determines that LMDC or its subrecipients have not complied with the rules and regulations governing the grants, LMDC may be required to reimburse HUD for any noncompliant disbursements. If such reimbursement resulted from the failure of a subrecipient to comply with its obligations, LMDC would seek to recover such funds from such subrecipient either through an actual payment, or by reducing future disbursements. There is no assurance that in such circumstances LMDC would succeed in effecting such recovery. In the opinion of LMDC’s management, there are no material contingent liabilities relating to compliance with the rules and regulations governing the HUD grants, therefore; no provision has been recorded in the accompanying financial statements for such contingencies.

(c) Letters of Credit and Credit Guarantees ESD maintains two irrevocable letters of credit each of $69.8 million, with two banks. The letters of credit support variable rate demand notes issued in 2008. The transactions had no impact on the financial position of ESD.

(d) Construction The Corporation has contracts in place for construction at several sites, which are in varying states of completion. The total value of contracts outstanding at March 2020 is approximately $948 million.

(e) Lease Commitments In June 2013, ESD entered into a lease with 633 Third TEI Equities LLC for five units consisting of the entire 33rd through 37th floors at 633 Third Avenue, New York, NY. The lease term commenced on July 1, 2013 and terminates on June 30, 2023. There is also a renewal provision of five years commencing July 1, 2023 and terminating June 30, 2028. Escalation provisions exist for both operating expenses and taxes (real estate, water consumption, sewer rents, rates and charges, county, transit or any other governmental charge of a similar nature).

Minimum lease payments to be paid under the lease agreement for each of the next four fiscal years as of March 31, 2020 are as follows (excluding escalations and option period) (in thousands):

2021 $ 7,098 2022 7,124 2023 7,124 2024 1,782

Total $ 23,128

______63 Master Page # 97 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 18 - Accounting Standards Issued But Not Yet Implemented

GASB Statement No. 83 - “Certain Asset Retirement Obligations.” This Statement, issued in November 2016, addresses accounting and financial reporting for certain asset retirement obligations (AROs). Governments that have legal obligations to perform certain future asset retirement activities related to tangible capital assets should recognize a liability based on the guidance in this Statement. The requirements of this Statement are effective for reporting periods beginning after June 15, 2019, which is the fiscal year beginning April 1, 2020 for the Corporation. This Statement is not expected to have a material effect on the consolidated financial statements of the Corporation.

GASB Statement No. 84 - “Fiduciary Activities.” This Statement, issued in January 2017, established criteria for identifying fiduciary activities of all state and local governments. The focus of the criteria generally is on (1) whether a government is controlling assets of the fiduciary activity and (2) the beneficiaries with whom a fiduciary relationship exists. This Statement is effective for reporting periods beginning after December 15, 2019, which is the fiscal year beginning April 1, 2020 for the Corporation. This Statement is not expected to have a material effect on the consolidated financial statements of the Corporation.

GASB Statement No. 87 - “Leases.” This Statement, issued in June 2017, requires recognition of certain lease assets and liabilities for leases that previously were classified as operating leases and recognized as inflows of resources or outflows of resources based on the payment provisions of the contract. It establishes a single model for lease accounting based on the foundational principle that leases are financings of the right to use an underlying asset. The requirements of this statement are effective for financial statements for periods beginning after June 15, 2021, which is the fiscal year beginning April 1, 2022 for the Corporation. Management is in process of evaluating the potential impact due to the implementation of this Statement on the consolidated financial statements of the Corporation.

GASB Statement No. 88 - “Certain Disclosures Related to Debt, Including Direct Borrowings and Direct Placements.” This Statement, issued in April of 2018, requires that additional essential information related to debt be disclosed in notes to financial statements, including unused lines of credit; assets pledged as collateral for the debt; and terms specified in debt agreements related to significant events of default with finance-related consequences, significant termination events with finance-related consequences, and significant subjective acceleration clauses. This Statement also requires that existing and additional information be provided for direct borrowings and direct placements of debt separately from other debt. The provisions of this Statement are effective for reporting periods beginning after June 15, 2019, which is the fiscal year beginning April 1, 2020 for the Corporation. Management is in the process of evaluating the potential impact of this Statement on the consolidated financial statements of the Corporation.

______64 Master Page # 98 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 18 - Accounting Standards Issued But Not Yet Implemented, Continued

GASB Statement No. 89 - “Accounting for Interest Cost Incurred before the End of a Construction Period.” This Statement, issued in June 2018, establishes accounting requirements for interest cost incurred before the end of a construction period. Such interest cost includes all interest that previously was accounted for in accordance with the requirements of paragraphs 5-22 of Statement No. 62 - “Codification of Accounting and Financial Reporting Guidance Contained in Pre-November 30, 1989 FASB and AICPA Pronouncements” which are superseded by this Statement. The requirements of this Statement are effective for reporting periods beginning after December 15, 2020, which is the fiscal year beginning April 1, 2021 for the Corporation. Management is in the process of evaluating the potential impact due to the implementation of this Statement on the consolidated financial statements of the Corporation.

GASB Statement No. 91 - “Conduit Debt Obligations.” This Statement, issued in May of 2019, requires a single method be used for the reporting of conduit debt obligations. The focus of the Statement is to improve financial reporting by eliminating diversity in practice associated with (1) commitments extended by issuers, (2) arrangements associated with conduit debt obligations, and (3) related note disclosures. The requirements of this Statement are effective for reporting periods beginning after December 15, 2021, which is the fiscal year beginning April 1, 2022 for the Corporation. Management is in the process of evaluating the potential impact due to the implementation of this Statement on the consolidated financial statements of the Corporation.

GASB Statement No. 92 - “Omnibus 2020.” This Statement, issued in January 2020, clarifies implementation of GASB Statements No. 73, 74, 84 and 87, generally effective for fiscal years beginning after June 15, 2021, which is the fiscal year beginning April 1, 2022 for the Corporation. Management is in the process of evaluating the potential impact of this Statement on the consolidated financial statements of the Corporation.

GASB Statement No. 93 - “Replacement of Interbank Offered Rates.” This Statement, issued in March 2020, addresses the accounting and financial reporting implications that result from the replacement of an interbank offered rate (IBOR) - most notably, the London Interbank Offered Rate (LIBOR), which is expected to cease to exist in its current form at the end of 2021. The requirements of this Statement are effective for reporting periods after June 15, 2021, which is the fiscal year beginning April 1, 2022 for the Corporation. Management is in the process of evaluating the potential impact due to the implementation of this Statement on the consolidated financial statements of the Corporation.

GASB Statement No. 94 - “Public-Private and Public-Public Partnerships and Availability Payment Arrangements.” This Statement, issued in March 2020, addresses issues related to public-private and public-public partnerships (PPPs). The requirements of this Statement are effective for reporting periods beginning after June 15, 2022, which is the fiscal year beginning April 1, 2023 for the Corporation. This Statement is not expected to have a material effect on the consolidated financial statements of the Corporation.

______65 Master Page # 99 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Note 18 - Accounting Standards Issued But Not Yet Implemented, Continued

GASB Statement No. 96 - “Subscription-Based Information Technology Arrangements.” This Statement, issued in May 2020, provides guidance on the accounting and financial reporting for subscription-based information technology arrangements (SBITAs) for government end users. To the extent relevant, the standard for SBITAs are based on the standards established in Statement No. 87 - “Leases,” as amended. The requirements of this Statement are effective for fiscal years beginning after June 15, 2022, which is the fiscal year beginning April 1, 2023 for the Corporation. Management is in the process of evaluating the potential impact due to the implementation of this Statement on the consolidated financial statements of the Corporation.

GASB Statement No. 97 - “Certain Component Unit Criteria, and Accounting and Financial Reporting for Internal Revenue Code Section 457 Deferred Compensation Plans - an amendment of GASB Statements No. 14 and No. 84, and a supersession of GASB Statement No. 32.” This Statement, issued in June 2020, sets requirements for a primary government’s determination of component units which do not have governing boards; amends the financial burden criterion in paragraph 7 of Statement No. 84; sets required classifications for Section 457 plans and applies Statement No. 84, as amended, to IRC Section 457 arrangements; and supersedes remaining provisions of Statement No. 32, as amended, regarding investment valuation requirements for Section 457 plans. The requirements of this Statement in (1) paragraph 4 of this Statement as it applies to defined contribution pension plans, defined contribution OPEB plans, and other employee benefit plans and (2) paragraph 5 of this Statement are effective immediately. All other requirements of this Statement are effective for reporting periods beginning after June 15, 2021 which is the fiscal year beginning April 1, 2022 for the Corporation. Management is in the process of evaluating the potential impact due to the implementation of this Statement on the consolidated financial statements of the Corporation.

______66 Master Page # 100 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES Required Supplementary Information Schedule of Changes in the Corporation's Total OPEB Liability and Related Ratios Year ended March 31, 2020

Total OPEB liability: 2020 2019 Service cost $ 6,694 6,503 Interest on total OPEB liability 5,373 5,012 Difference between expected and actual experience (9,236) - Changes in assumptions 15,922 (654) Benefit payments (2,885) (2,802) Net change in total OPEB liability 15,868 8,059 Total OPEB liability at beginning of year 131,797 123,738 Total OPEB liability at end of year $ 147,665 131,797 Covered payroll $ 31,564 28,136

Total OPEB liability as a percentage of covered payroll 467.8% 468.4%

Notes to schedule: Changes of assumptions - Changes of assumptions and other inputs reflect the effects of changes in the discount rate each period. The following are the discount rates used in each period: 2020 2.27% 2019 3.92%

This schedule is presented to illustrate the requirement to show information for 10 years. However, until a full 10 year trend is compiled, the Corporation is presenting information for those years for which information is available.

______67 Master Page # 101 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES Required Supplementary Information Schedule of Corporation's Proportionate Share of the Net Pension Liability Year ended March 31, 2020

NYSERS Pension Plan (in thousands) 2020 2019 2018 2017 2016 2015 Corporation's proportion of the net pension liability 0.0937709% 0.0900706% 0.0892992% 0.0864938% 0.0882936% 0.0882936% Corporation's proportionate share of the net pension liability $ 6,644 2,907 8,391 13,883 2,983 3,989 Corporation's covered payroll $ 28,156 26,991 26,913 25,802 25,039 23,312 Corporation's proportionate share of the net pension liability (asset) as a percentage of its covered - employee payroll 23.60% 10.77% 31.18% 53.81% 11.91% 17.11% Plan fiduciary net position as a percentage of the total pension liability 96.3% 98.2% 94.7% 90.7% 97.9% 97.9%

The amounts presented for each fiscal year were determined as of the March 31, 2019, 2018, 2017, 2016, 2015 and 2014 measurement dates of the plans.

______68 Master Page # 102 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NEW YORK STATE URBAN DEVELOPMENT CORPORATION AND SUBSIDIARIES Required Supplementary Information Schedule of Corporation's Employer Pension Contributions Year ended March 31, 2020

NYSERS Pension Plan (in thousands) 2020 2019 2018 2017 2016 2015 2014 2013 2012 Contractually required contribution $ 3,771 3,729 3,767 3,575 4,327 4,473 5,217 4,328 3,356 Contributions in relation to the contractually required contribution 3,771 3,729 3,767 3,575 4,327 4,473 5,217 4,328 3,356 Contribution deficiency (excess) $ ------Corporation's covered payroll $ 28,156 26,991 26,913 25,802 25,039 23,312 22,475 22,945 22,114 Contributions as a percentage of covered payroll 13.39% 13.82% 14.00% 13.86% 17.28% 19.19% 23.21% 18.86% 15.18%

______69 Master Page # 103 of 349 - NYS Urban Development Corporation Meeting 8/20/2020

INDEPENDENT AUDITORS’ REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS

The Board of Directors New York State Urban Development Corporation:

We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States, the consolidated financial statements of New York State Urban Development Corporation and Subsidiaries (the “Corporation”), a component unit of the State of New York, which comprise the consolidated statement of net position as of March 31, 2020, and the related consolidated statements of revenue, expenses and changes in net position and cash flows for the year then ended, and the related notes to consolidated financial statements, and have issued our report thereon dated August 12, 2020.

Internal Control Over Financial Reporting

In planning and performing our audit of the consolidated financial statements, we considered the Corporation’s internal control over financial reporting (internal control) to determine the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the consolidated financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Corporation’s internal control. Accordingly, we do not express an opinion on the effectiveness of the Corporation’s internal control.

A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the Corporation’s consolidated financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance.

______70 Master Page # 104 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified.

Compliance and Other Matters

As part of obtaining reasonable assurance about whether the Corporation’s consolidated financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards.

Purpose of this Report

The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Corporation’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Corporation’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose.

Williamsville, New York August 12, 2020

______71 Master Page # 105 of 349 - NYS Urban Development Corporation Meeting 8/20/2020

INDEPENDENT AUDITORS’ REPORT ON INVESTMENT COMPLIANCE

The Board of Directors New York State Urban Development Corporation:

Report on Investment Compliance

We have audited the New York State Urban Development Corporation and Subsidiaries’ (the “Corporation”), a component unit of the State of New York, compliance with Section 201.3 of Title Two of the Official Compilation of Codes, Rules, and Regulations of the State of New York for the year ended March 31, 2020.

Management’s Responsibility

Management is responsible for compliance with the requirements of Section 201.3 of Title Two of the Official Compilation of Codes, Rules, and Regulations of the State of New York.

Auditors’ Responsibility

Our responsibility is to express an opinion on investment compliance based on our audit of the compliance requirements referred to above. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. An audit includes examining, on a test basis, evidence supporting the Corporation’s compliance with those requirements and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion on investment compliance. However, our audit does not provide a legal determination of the Corporation’s compliance.

Opinion on Investment Compliance

In our opinion, the New York Urban Development Corporation and Subsidiaries complied, in all material respects, with Section 201.3 of Title Two of the Official Compilation of Codes, Rules, and Regulations of the State of New York for the year ended March 31, 2020.

______72 Master Page # 106 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Other

In accordance with Government Auditing Standards, we are required to report all deficiencies that are considered to be significant deficiencies or material weaknesses in internal control; fraud and noncompliance with provisions of laws and regulations that have a material effect on the Corporation’s compliance with Section 201.3 of Title Two of the Official Compilation of Codes, Rules, and Regulations of the State of New York and any other instances that warrant the attention of those charged with governance; noncompliance with provisions of contracts or grant agreements, and abuse that has a material effect on the subject matter. We are also required to obtain and report the views of responsible officials concerning the findings, conclusions, and recommendations, as well as any planned corrective actions. We performed our audit to express an opinion on whether the Corporation complied with the aforementioned requirements and not for the purpose of expressing an opinion on the internal control over compliance with those requirements or other matters; accordingly, we express no such opinion. The results of our tests disclosed no matters that are required to be reported under Government Auditing Standards.

This report is intended solely for the information and use of management of the Corporation, the New York State Office of the State Comptroller, the New York State Division of the Budget, and the New York State Corporation Budget Office and is not intended to be and should not be used by anyone other than those specified parties.

Williamsville, New York August 12, 2020

______73 Master Page # 107 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 FOR CONSIDERATION August 20, 2020

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: New York City (New York County)—Moynihan Station Civic and Land Use Improvement Project (the “Project”)

REQUEST FOR: Authorization for Revolving Credit Financing; and Authorization to Take Related Actions ______

I. Background

New York State Urban Development Corporation d/b/a Empire State Development (“ESD”), in furtherance of the Project and the redevelopment of the James A. Farley Building (“Farley” or the “Building”), is funding the final stages of the construction and development of the Building’s Moynihan Train Hall (the “Train Hall”), a new sky-lit intercity rail transportation passenger facility that will serve Amtrak, Long Island Rail Road and Metro North Railroad passengers.1 The Train Hall is comparable in scale to The Grand Central Terminal.

Various sources fund the Train Hall construction work; the principal source being the TIFIA Loan Agreement, dated as of July 21, 2017 (the “TIFIA Loan Agreement”), between ESD and the United States Department of Transportation (the “TIFIA Lender”), in the principal amount of approximately $526 million.2 Disbursements pursuant to that loan agreement are used solely for

1 ESD is the fee owner of the Building that ESD long-term net Leases to the developer, Moynihan Interim Tenant, LLC (a joint venture of Vornado Realty Trust and The Related Companies), and ESD funds the Train Hall construction work that is performed by the developer’s affiliate, Moynihan Train Hall Developer, LLC, and its contractor Skanska Moynihan Train Hall Builders (a joint venture between Skanska USA Building Inc. and Skanska USA Civil Northeast, Inc.). 2 The TIFIA Loan will be repaid from and is primarily secured by paymets in lieu of tax revenues (“PILOT Revenues” to be paid to ESD by certain future triple net long-term lease tenants of the Building, a debt service reserve account and a mortgage on the Building property, exclusive of zoning floor area transferable development rights. PILOT Revenues consist generally of (a) all payments in lieu of taxes received by, paid to, or for the account or benefit of, ESD pursuant to PILOT Agreements on individual condominium units owned in fee by ESD within the complex, (b) payments to ESD under certain leases, including payments relating to the purchase of certain leased space, profit participation rent and certain other additional rent payments, (c) certain guarantee payments made by guarantors of the PILOT payments (generally Related Companies, L.P. and Vornado Realty, L.P. or their successors permitted by the TIFIA Loan Agreement), and (d) interest and penalties on late PILOT payments. Initial PILOT payments are fixed until June 14, 2030, and thereafter vary depending upon assessment based on then current market valuations. Simultaneously with the execution of the TIFIA Loan Agreement, a Joint Services Agreement (“JSA”) was delivered to the TIFIA Lender by the Metropolitan Transportation Authority (“MTA”) pursuant to which MTA must satisfy

______Master Page # 108 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 payment of reimbursement of Eligible Project Costs3, as defined in the TIFIA Loan Agreement. ESD periodically receives disbursements from the TIFIA Lender based on the 2017 projected construction work schedule4; however, the Train Hall work has proceeded ahead of that schedule. ESD seeks interim credit financing to fund the work that will be completed and eligible for payment prior to the scheduled availability dates for TIFIA Loan Agreement disbursements.

Citibank, N.A. (“Citibank” or the “Lender”) proposes to deliver credit to ESD in the form of a revolving loan (the “Revolving Loan”) to be used solely for the purpose of paying Eligible Project Costs, as defined in the TIFIA Loan Agreement. ESD would use monthly draws of the Revolving Loan to pay Eligible Project Costs in advance of when the ESD would otherwise be able to requisition the proceeds of the 2017 TIFIA Loan Agreement disbursement in accordance with the Anticipated TIFIA Loan Disbursement Schedule set forth in the TIFIA Loan Agreement. ESD would repay to Citibank the Revolving Loan and other amounts due under the Revolving Loan agreement from subsequent TIFIA Loan Agreement disbursements.

Performing this work now will accelerate the overall project delivery schedule substantially, saving ESD time and money, and place the Train Hall in service to the public in 2020.

II. Essential Terms of the Revolving Loan

The essential terms of the proposed Revolving Loan are as follows:

Term: Nine months from the Closing Date of the Loan (the “Maturity Date”).

Interest Rate: Monthly; the interest rate on the Loan (the “Loan Interest Rate”) will equal the sum of the 1.75 percent (the “Margin Rate”) and the greater of (i) 0.75% or (ii) the 1 Month LIBOR Index. The maximum Loan Interest Rate shall be the lesser of i) 25% or ii) the maximum rate permitted by law. Excess interest shall be subject to recapture pursuant to a standard claw back provision. Upon the occurrence of an Event of Default, the Margin Rate will be 9.00% per annum.

Maximum Amount and Advances: $45 million (the “Maximum Par Amount”) may be drawn down, repaid and drawn down at any time in advance of the Maturity Date; provided, however, that ESD shall have scheduled with the TIFIA Lender the receipt of a TIFIA Loan

deficiencies, if any, in the TIFIA Debt Service Reserve Account. MTA may be released from its obligations under the JSA, but that is not expected prior to 2033. 3Eligible Project Costs must arise from one of the following: (a) development phase activities, including planning, feasibility analysis, revenue forecasting, environmental review, permitting, preliminary engineering and design work and other preconstruction activities; (b) construction, reconstruction, rehabilitation, replacement and acquisition of real property (including land related to the Train Hall Project and improvements to land), environmental mitigation, construction contingencies and acquisition of equipment; or (c) capitalized interest necessary to meet market requirements, reasonably required reserve funds, capital issuance expenses and other carrying costs during construction. 4 The Anticipated TIFIA Loan Disbursement Schedule attached to the TIFIA Loan Agreement as Exhibit B.

2 ______Master Page # 109 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Agreement disbursement on a date in the month following the Revolving Loan advance and that the amount of such TIFIA Loan Agreement disbursement will be sufficient to repay in full such Revolving Loan advance; and provided, further, that the amount of any Revolving Loan advance shall not exceed the amount available to be drawn under the future TIFIA Loan Agreement disbursement; and provided, further that Revolving Loan advances shall not be made more than four times monthly.

Security: The Revolving Loan will be secured by a first mortgage lien on, and first priority perfected security interest in, not less than 2.5 million square feet of unused zoning floor area (“ZFA”) transferable development rights (the “Mortgaged Property”) existing under current zoning. The value of the security package is well in excess of the total loan amount of $45 million and recourse to ESD is limited to the security package. Payment of the principal of and interest on the Revolving Loan, together with other amounts required by the Revolving Loan Agreement, including, without limitation, fees and expenses, is payable from TIFIA Loan disbursements. Except for this security, the Revolving Loan is otherwise non-recourse to ESD.

Repayment: Payment of the principal of and interest on the Revolving Loan, together with other amounts owed by ESD under the Revolving Loan Agreement, including, without limitation, fees and expenses, is payable from TIFIA Loan disbursements for Eligible Project Costs. Revolving Loan Agreement advances shall be repaid on the date of each TIFIA Loan Agreement disbursement in accordance with the schedule to be determined between the Lender and ESD.5

Commitment Fee: The Commitment Fee shall be 0.75% computed based on the Maximum Par Amount, less outstanding Revolving Loan advances. Upon the occurrence of an Event of Default, the Event of Default Margin shall be added to the applicable Commitment Fee.

III. Environmental Review

ESD staff has determined that the requested authorization constitutes a Type II action as defined by the New York State Environmental Quality Review Act and the implementing regulations for the New York State Department of Environmental Conservation. No further environmental review is required in connection with the authorization.

5 ESD will submit to the PILOT Trustee under the Collateral Agency and Account Agreement, dated as of July 21, 2017 (the “Collateral Agency and Account Agreement”), by and among the ESD, the TIFIA Lender, the Metropolitan Transportation Authority and the PILOT Trustee identified therein, an Approved Construction Requisition under Section 5.02 of the Collateral Agency and Account Agreement simultaneously with the submission to the TIFIA Lender of a request for a TIFIA Loan disbursement; the Approved Construction Requisition shall provide for the payment by the PILOT Trustee, on the same day as the amounts are expected to be received from the TIFIA Lender of a disbursement under the TIFIA Loan Agreement, from amounts deposited into the TIFIA Construction Account on such day, to the Revolving Loan Lender of an amount sufficient to repay in full the Lender for the Revolving Loan advance, together with interest and other fees and expenses, if any, in connection therewith.

3 ______Master Page # 110 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 IV. Requested Actions

The Directors are requested to authorize ESD to: (1) enter into the revolving credit financing as substantially on the terms generally described in these materials; and (2) take related all related actions with respect thereto.

V. Recommendation

Based on the foregoing, I recommend approval of the requested actions.

VI. Attachments

Resolutions

4 ______Master Page # 111 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 August 20, 2020

NEW YORK CITY (New York County) -- Moynihan Station Civic and Land Use Improvement Project – Authorization for Revolving Credit Financing; and Authorization to Take Related Actions ______

BE IT RESOLVED, that upon the basis of the materials presented to this meeting (the “Materials”), a copy of which is hereby ordered filed with the records of the Corporation, the Corporation be, and hereby is, authorized to enter into with Citibank, N.A. the revolving loan financing as described in the Materials with such changes as the President and Chief Executive Officer Designate, or other officer of the Corporation, or his or her designee(s), may deem appropriate; and be it further

RESOLVED, that the President and Chief Executive Officer Designate, or other officer of the Corporation, or his or her designee(s), be, and each of them hereby is, authorized to take such action and execute such documents as may be necessary or appropriate to carry out the foregoing Resolution.

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5 ______Master Page # 112 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 FOR CONSIDERATION August 20, 2020

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Statewide – Empire State Entertainment Diversity Job Training Development Fund - State Finance Law Section 97-ff and Chapter 50 of the Laws of 2020

REQUEST FOR: Authorization to Adopt Guidelines Creating the Empire State Entertainment Diversity Job Training Development Fund; and Authorization to Take Related Actions ______

I. Background

In 2019, the Legislature amended State Finance Law Section 97-ff as well as Tax Law Sections 24(f) and 31(e) to create the Empire State Entertainment Diversity Job Training Development Fund program (“the Program”). The Program is a grant program designed to incentivize job creation and training programs that support efforts to recruit, hire, promote, retain, develop and train a diverse and inclusive workforce in the motion picture and television industry within the state of New York including, but not limited to, those programs that promote development in economically distressed areas of the state.

The legislation directs the New York State Comptroller to provide an amount equal to the reduction of one-quarter of one percent of both the empire state film production and post production tax credits allocated to taxpayers per year. The underlying statute allows the Commissioner of Economic Development to make these grants; however, the 2020-2021 budget authorizes up to $2,000,000 to be sub allocated from the Department of Economic Development to the New York State Urban Development Corporation d/b/a Empire State Development (“ESD”) for this grant program. ESD can then allocate grants for job creation and training programs that support efforts to recruit, hire, promote, retain, develop and train a diverse and inclusive workforce in the motion picture and television industry within the state.

The proposed guidelines create a program which is intended to: (1) train individuals involved in the principle creation of or editing of a film or television product; (2) create a pathway to jobs and connections with employment and/or union partnerships; (3) further diversify the employment in the motion picture and television industry from a socio-economic, regional, and diversity perspective; (4) target residents in economically distressed areas of the State; and (5) ensure that New York State has sufficient workforce in order meet the demands of the growing industry.

______Master Page # 113 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 The total estimated funding for this program is up to $2 million for this year. The maximum grant amount for any eligible project is $500,000 while the minimum grant amount is $25,000. Grants are to be used for working capital expenditures, such as instructor salaries and equipment; training and certification programs designed to promote diverse workers and and/or those workers located in economically distressed areas of the state including grip related training programs; carpentry related training programs; electrical related training programs; editor related training programs; production assistant related training programs; showrunner related training programs; and writer related training programs. Grant recipients will be required to provide $2 of matching funds for every $1 of Program assistance.

The Corporation seeks to adopt guidelines covering the administration of this Program immediately.

II. Statutory Basis

The Program is authorized under Section 97-ff of the New York State Finance Law.

III. Environmental Review

ESD staff has determined that the requested adoption of Program guidelines for the Program constitutes a Type II action as defined by the New York State Environmental Quality Review Act and the implementing regulations of the New York State Department of Environmental Conservation. No further environmental review is required in connection with this authorization.

IV. Requested Actions

The Directors are requested to authorize the adoption of the Guidelines substantially in the form annexed to these materials with such modifications and additions as the Corporation’s General Counsel shall deem necessary or appropriate for the implementation of the Program and applicable laws and regulations and to authorize the taking of all related actions necessary or appropriate to effectuate the foregoing.

V. Recommendation

Based on the foregoing, I recommend that the requested actions be approved.

Attachments

Resolution Proposed Guidelines

______Master Page # 114 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 August 20, 2020

Statewide – Empire State Entertainment Diversity Job Training Development Fund, New York State Finance Law Section 97-ff – Authorization to Adopt Guidelines Creating the Empire State Entertainment Diversity Job Training Development Fund Program; Authorization to Take Related Actions ______

RESOLVED, that the Corporation hereby authorizes the adoption of the guidelines for the Empire State Entertainment Diversity Job Training Development Fund program (the “Program”) to provide for administrative functions of this grant program in accordance with Section 97-ff of the New York State Finance Law and Chapter 50 of the Laws of 2020 as described in the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation (the “Materials”); and be it further

RESOLVED, that the Corporation hereby adopts the guidelines for the Program (the “Guidelines”) as described in the Materials, to provide for the administrative component of the Program, in accordance with Section 97-ff of the New York State Finance Law and Chapter 50 of the Laws of 2020; and be it further

RESOLVED, that the General Counsel of the Corporation, or their designee, is authorized to proceed with and make modifications and additions to the Guidelines as may be necessary or appropriate in order to implement the Program and comply, where applicable, with any applicable laws and regulations; and be it further

RESOLVED, that the General Counsel of the Corporation, or their designee, be and each of them hereby is, authorized in the name and on behalf of the Corporation to execute and deliver any and all documents and to take all action as they may in their sole discretion consider to be necessary or appropriate to effectuate the foregoing resolutions.

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______Master Page # 115 of 349 - NYS Urban Development Corporation Meeting 8/20/2020

EMPIRE STATE ENTERTAINMENT DIVERSITY JOB TRAINING DEVELOPMENT FUND GUIDELINES

Statutory Authority

Chapter 50 of the Laws of 2020 Chapter 39 of the Laws of 2019 Section 96-ff of the State Finance Law

1 ______Master Page # 116 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 EMPIRE STATE ENTERTAINMENT DIVERSITY JOB TRAINING DEVELOPMENT FUND GUIDELINES

A. Purpose and General Description

Chapter 39 of the Laws of 2019 created the empire state entertainment diversity job training development fund. Monies in the fund shall be expended for job creation and training programs that support efforts to recruit, hire, promote, retain, develop and train a diverse and inclusive workforce as production company employees in the motion picture and television industry within the state of New York including, but not limited to, those programs that promote development in economically distressed areas of the state.

Monies in the fund may be transferred from the Department of Economic Development to New York State Urban Development Corporation d/b/a Empire State Development to effectuate the purposes of these guidelines pursuant to Chapter 50 of the Laws of 2020.

B. Definitions

For the purposes of this section, the terms below shall have the following meaning: 1.“Diverse workers” shall include women and workers who can demonstrate membership in any one of the following groups:

(1) Black persons having origins in any of the Black African racial groups; (2) Hispanic/Latino persons of Mexican, Puerto Rican, Dominican, Cuban, Central or South American of either Indian or Hispanic origin, regardless of race; (3) Native American or Alaskan native persons having origins in any of the original peoples of North America; or (4) Asian and Pacific Islander persons having origins in any of the Far East countries, South East Asia, the Indian subcontinent or the Pacific Islands.

2 ______Master Page # 117 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 2. “Economically distressed areas of the State” shall mean locations within New York City that are characterized by a poverty rate greater than 20% or locations outside of New York City with a poverty rate greater than the statewide average poverty rate. 3. “Eligible Applicant” shall mean a for profit corporation, a not for profit organization or corporation, guild or labor union who applies for funding under this program. 4. “Eligible Training Program” means a training program designed to recruit, hire, promote, retain, develop and train a diverse and inclusive workforce as production company employees in the motion picture and television industry within the state of New York including, but not limited to, programs that promote development in economically distressed areas of the state. 5. “Corporation” shall mean the New York State Urban Development Corporation d/b/a Empire State Development. 6. “Evaluation Criteria” shall mean the criteria set forth in section H herein. 7. “Match,” “Matching Share,” or “Matching Funds” shall mean that portion of the total cost of a program that the grantee must provide, pursuant to paragraph (1) of section D herein. 8. “Scoring Committee” shall mean a group of ESD employees and members of the motion picture and television industry who score applications pursuant to the criteria set forth in section I herein. . C. Available Assistance

The Program makes available financial assistance in the form of grants for job creation and training programs that support efforts to recruit, hire, promote, retain, develop and train a diverse and inclusive workforce as production company employees in the motion picture and television Production and Post-Production industries within the state of New York including, but not limited to, those programs that promote development in economically distressed areas of the state. The grant assistance provided in connection with this Part shall be taken from the empire state entertainment diversity job training development fund pursuant to section 24(e) and 31(f) of the tax law.

D. Eligibility/Matching Funds

1. Eligible applicants may apply for Matching Funds if they are operating an Eligible Training Program. To qualify for a matching grant, the Corporation requires a 2:1 matching requirement of dollars coming from an Eligible Applicant to support its program for training diverse workers or those located in economically distressed areas of the State. Funds eligible for matching are those contributed by the Eligible Applicant to be used only

3 ______Master Page # 118 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 for the eligible program. Funds deriving from state or federal grants are not eligible to be calculated for the 2:1 matching requirement. 2. All Matching Funds must be expended during the grant term and where practicable on a pro rata basis with grant funding. 3. All items identified as Matching Funds will be reviewed by the Corporation, which will approve such Matching Funds as the Corporation may determine, in its sole discretion, to be reasonable as to amount and relation to the program. 4. Grant funds will be disbursed on a quarterly reimbursement basis. Grantees shall submit invoices quarterly with supporting documentation satisfactory to the Corporation, as work is performed and costs incurred. 5. Grants are intended to reimburse Eligible Applicants for training provided directly by such applicants to its workforce or future workforce and shall not be contracted out to a third party for the purpose of obtaining these grant funds. 6. Grant funds and Matching Funds may not be utilized to cover qualified costs pursuant to section 24 or 31 of the tax law.

E. Utilization of Grant Funds 1. Grant funds may be used by an Eligible Applicant for the following purposes: (a) Instructor salaries and equipment; (b) Training and certification programs designed to promote diverse workers and/or those workers located in economically distressed areas of the state including, but not limited to: i. grip related training programs ii. carpentry related training programs; iii. electrical related training programs; iv. editor related training programs; v. production assistant related training programs; vi. showrunner related training programs; vii. writer related training programs; and viii. other training programs as directed by the Corporation

2. Grant funds may not be used by an applicant for the following purposes: (a) training programs for corporate (studio or production company) employees; and (b) producer related training programs except those allowed under E(1)(b) above.

4 ______Master Page # 119 of 349 - NYS Urban Development Corporation Meeting 8/20/2020

(3) The minimum grant amount for any Eligible Training Program is $25,000. The maximum grant amount for any Eligible Training Program is $500,000.

F. Application Process 1. Applications from Eligible Applicants will be accepted on a rolling basis, with the Corporation endeavoring to review such applications on at least a quarterly basis. Eligible Applicants requesting assistance shall provide information about the program and the applicant, as applicable, in a form provided by the Corporation including, without limitation, the following:

a. a description of the program, including information indicating how the proposed program will promote job creation and training programs that support efforts to recruit, hire, promote, retain, develop and train a diverse and inclusive workforce as production company employees in the motion picture and television industry within the state of New York; b. the number and amount of other funding, including federal, that the applicant has applied for, is eligible for or has received for the same initiative; c. the number of individuals being trained as a result of the proposed project or activity; d. applicant’s history; ownership structure; size; and services rendered; e. information about the proposed program including, but not limited to, total project cost, total program assistance requested, a budget breakdown of the sources and proposed uses of all funding, a description of the need for the requested program funding and justification for the amount requested; f. a description of how the program will be implemented, including the readiness of the project with a specific timeline, outlining the milestones from the project start to its completion; g. the region or regions that will be impacted by this project. Identify all of the regional partners that you will be working with to deliver on this project; h. the project partners, including the project leader and others involved in the implementation of or supporting the employment of individuals completing the project. Please be specific about the role of each partner and whether participation is assured; and i. anticipated program results.

5 ______Master Page # 120 of 349 - NYS Urban Development Corporation Meeting 8/20/2020

2. Upon receipt of the application, the Corporation shall review the application for eligibility, completeness, and conformance with the applicable requirements of these guidelines. Questions regarding the process may be submitted by email to [email protected].

3. The Corporation may issue a request for proposals for contracts for services in lieu of an application where it deems it appropriate. Such request for proposals will set forth eligibility guidelines which may differ from those contained herein.

G. Evaluation of Grant Applications

Grant applications shall be initially evaluated by a Scoring Committee. The Scoring Committee shall then forward their recommendation to the President/Chief Executive Officer of the Corporation for his/her approval.

H. Evaluation Criteria

1. The Scoring Committee shall evaluate applications in accordance with the following criteria.

2. The ability of the Program to: a) address a demonstrated need across the film and television production and post- production industries, specifically is there currently or is there an anticipated in the future need for additional workforce in this job function in these industries; b) create a pathway to permanent jobs and connections with employment and/or union partnerships; c) further diversify the employment in the industry from a socio-economic, regional, and diversity perspective; d) target residents in economically distressed areas of the State; and e) be completed in a timely fashion.

I. Selection Criteria/Scoring 1. Applications will be evaluated on the criteria detailed in paragraph 2 of section H of these guidelines on a scale of one to five, where:

6 ______Master Page # 121 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 “1” = does not meet qualification expectation “2”= meets some but not all qualification expectations; and “3” = meets qualification expectations; and “4” = exceeds qualification expectations; and “5” = highly exceeds qualification expectations.

2. Selection criteria will be weighted as follows:

Criteria Category Weight

1. Demonstrated need in the industry for additional hires in this 20% program area

2. Pathway to job placement and relationship with employers 20%

3. Targeting of Diverse Workers and/or workers from 20% Economically distressed areas of the State

4. Overall budget, project’s return on investment for program 20% participants and funding dollars

5. Feasibility of implementation and timeline of project 10%

6. Uniqueness & competitiveness of proposed program 10%

3. The Corporation intends to make Program grant awards through a competitive grant solicitation to qualifying Applicants, until the funds under this Program are fully committed. The Corporation reserves the right to update/amend the above selection criteria as needed.

I. Reporting requirements

Participants shall submit quarterly reports during the pendency of the training program satisfactory to the Corporation on the operation and accomplishments of the program including, without limitation, a description of the program undertaken, the number of participants in the training program, the number of hours both in classroom and on the job training and the number of trainees who went on to jobs in the motion picture and television industry.

7 ______Master Page # 122 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 After a participant completes their training program, they must submit biannual reports to the Corporation for a period of five years thereafter detailing the placement and job status of training graduates from their program.

J. Recapture

In the event a participant in the program fails to comply with any of the requirements of these guidelines, the Corporation may recapture such grant monies expended on the participant’s training program.

8 ______Master Page # 123 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 FOR CONSIDERATION August 20, 2020

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Elma (Western New York Region – Erie County) – Steuben Foods - Hemp Processing Program – New York Works Economic Development Fund (Capital Grant)

REQUEST FOR: Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

General Project Plan

I. Project Summary

Grantee: Steuben Foods, Inc. (“Steuben” or the “Company”)

ESD* Investment: A grant of up to $263,315 to be used for a portion of the cost of the purchase of machinery and equipment

* The New York State Urban Development Corporation doing business as Empire State Development “ESD” or the “Corporation”)

Project Location: 1150 Maple Road, Elma, Erie County

Proposed Project: Installation of a manufacturing press to assist in the processing of hemp seeds for food and beverage products.

Project Type: Agricultural/Industrial Hemp Production

Regional Council: The Western Regional Economic Development Council has been made aware of this item which aligns with the sector strategy of agriculture.

______Master Page # 124 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 II. Project Cost and Financing Sources

Financing Uses Amount Machinery/Equipment $526,630

Total Project Costs $526,630

Financing Sources Amount Percent Rate/Term/Lien ESD-Grant $263,315 50% Loan - Bank of Montreal 210,652 40% 2.68%/12 yrs Company Equity 52,663 10%

Total Project Financing $526,630 100%

III. Project Description

A. Company

Industry: Food Processing

Company History: The Company was founded in 1981. In December of 2016, the Company completed an 80,000 square-foot expansion of its existing low-acid aseptic processing and packaging facility, which included 20,000 square feet of manufacturing space and equipment to specifically process grains, nuts and seeds. To date, Steuben has used its unique patented plant processing technology to process various nuts.

Ownership: Private

Size: All facilities are located in Elma, NY.

Market: The dairy and dairy alternative beverage market

ESD Involvement: In 2017, Steuben Foods applied for the New York State Industrial Hemp Processing Grant Fund for Steuben to pursue hemp seed as a food source. The Company was seeking a grant to support the cost of equipment that would be used to dry both the hemp protein paste and fiber to stable powders. Both products would result in a significant increase in the processing of hemp in New York. The incentive proposal was offered to the Company in March of 2018 and accepted in April of 2018.

Past ESD Support: This is the Company’s first project with ESD.

2 ______Master Page # 125 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 B. The Project

Completion: September 1, 2019

Activity: The Company installed a manufacturing press to assist in the processing of hemp seeds for food and beverage products.

Results: Steuben has received and processed over 370,000 pounds of industrial hemp seeds thus far, transforming them into highly nutritional and digestible beverages and powders. The hemp seeds that Steuben Foods, Inc. have processed include some industrial hemp seeds that were grown in Batavia, New York and Ossian, New York under New York’s Industrial Hemp Pilot Program. The funds from ESD helped Steuben purchase a unique press to remove the excess moisture from the seeds and allowed them to be processed efficiently.

Economic Growth Investment Project: No Benefit-Cost Analysis (“BCA”) is required since these projects generate long-term benefits not captured in the short-term period used for the BCA and may involve no permanent job commitments.

Grantee Contact: Tyson R. Prince, Corporate Counsel 1150 Maple Road Elma, NY 14059 Phone: (585) 738-9068 E-mail: tprince@steubenfoods. com

ESD Project No.: AC368

Project Team: Origination Christine Costopoulos Project Management Tammy Kocak Contractor & Supplier Diversity Geraldine Ford Finance Kathleen Uckert Environmental Soo Kang

C. Financial Terms and Conditions

1. The Company will demonstrate no materially adverse changes in its financial condition prior to disbursement.

2. The Company will be required to contribute a minimum of 10% of the total project cost in the form of equity contributed. Equity is defined as cash injected into the project by the Company or by investors, and should be auditable through Company financial statements or Company accounts, if so requested by ESD. Equity cannot be borrowed money secured by the assets in the project or grants from a government source.

3 ______Master Page # 126 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 3. Grant funds will be subject to pro rata recapture if the property at the Project Location is sold within five years of disbursement of funds. The Recapture Amount is based on the time that has lapsed between when the Grant funds were disbursed and when the transfer occurred. The Recapture Amount shall be calculated by aggregating the Recapture Amount for each disbursement of the Grant, which in each instance shall be equal to:

(i) 100% of the disbursed amount if the transfer occurred in the calendar year that the disbursement was made, or in the first full calendar year after the disbursement was made; (ii) 80% of the disbursed amount if the transfer occurred in the second full calendar year after the disbursement was made; (iii) 60% of the disbursed amount if the transfer occurred in the third full calendar year after the disbursement was made; (iv) 40% of the disbursed amount if the transfer occurred in the fourth full calendar year after the disbursement was made; (v) 20% of the disbursed amount if the transfer occurred in the fifth full calendar year after the disbursement was made.

4. Up to $263,315 will be disbursed to Grantee in a lump sum upon documentation of machinery and equipment project costs totaling $526,630. Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses must be incurred on or after April 12, 2018, to be considered eligible project costs. All disbursements must be requested by April 1, 2022.

5. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $263,315, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Company and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

IV. Statutory Basis – NY Works Economic Development Fund

The funding was authorized in the 2012-2013 New York State budget and reappropriated in the 2013-2014, 2014-2015, 2015-2016, 2016-2017, 2017-2018, 2018-2019, 2019-2020, and 2020- 2021 New York State budgets. No residential relocation is required as there are no families or individuals residing on the site.

V. Environmental Review

ESD staff has determined that the project constitutes a Type II action as defined by the New York State Environmental Quality Review Act and the implementing regulations of the New York State Department of Environmental Conservation. No further environmental review is required in connection with the project.

4 ______Master Page # 127 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 VI. Non-Discrimination and Contractor & Supplier Diversity

Pursuant to New York State Executive Law Article 15-A, ESD recognizes its obligation under the law to promote opportunities for maximum feasible participation of certified minority-and women-owned businesses (MWBEs) in the performance of ESD projects. For purposes of this project, however, goals will not be established due to the unavailability of certified MWBEs for performance of this project.

VII. ESD Employment Enforcement Policy

ESD's Employment Enforcement Policy will not apply since the project will not directly create or retain jobs.

VIII. ESD Financial Assistance Subject to Availability of Funds and Additional Approval

The provision of ESD financial assistance is contingent upon the availability of funds and the approval of the State Division of the Budget.

IX. Additional Submissions to Directors

Resolutions New York State Map Project Finance Memorandum Project Photographs

5 ______Master Page # 128 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 August 20, 2020

Elma (Western New York Region – Erie County) – Steuben Foods - Hemp Processing Program – New York Works Economic Development Fund (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Steuben Foods - Hemp Processing Program – New York Works Economic Development Fund (Capital Project) (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that the Corporation does hereby adopt, subject to the requirements of Section 16(2) of the Act, the proposed General Project Plan (the “Plan”) for the Project submitted to this meeting, together with such changes therein as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, a copy of which Plan, together with such changes, is hereby ordered filed with the records of the Corporation; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Steuben Foods, Inc. a grant for a total amount not to exceed Two Hundred Sixty-Three Thousand Three Hundred and Fifteen Dollars $263,315 from the New York Works Economic Development Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

______Master Page # 129 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions.

* * *

______Master Page # 130 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 «Project_Name» «Project_Town» «Project_County» County

Steuben Foods – Hemp Processing Program Elmira Erie County

______Master Page # 131 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 ______Master Page # 132 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 FOR CONSIDERATION August 20, 2020

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Utica (Mohawk Valley Region – Oneida County) – MMRI Life Sciences Initiative Capital – Life Sciences Initiative Fund (Capital Grant)

REQUEST FOR: Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

General Project Plan

I. Project Summary

Grantee: Masonic Medical Research Laboratory d/b/a Masonic Medical Research Institute (“MMRI” or the “Organization”)

ESD* Investment: A grant of up to $6,000,000 contingent upon the availability of funds, to be used for a portion of the cost of construction and renovation

* The New York State Urban Development Corporation doing business as Empire State Development (“ESD” or the “Corporation”)

Project Location: 2150 Bleecker Street, Utica, Oneida County

Proposed Project: Renovation and construction of basement and sub-basement to create additional lab space

Project Type: Lab facility renovation and life science industry job retention and creation

Regional Council: The Mohawk Valley Regional Economic Development Council has been made aware of this item.

Employment: Initial employment at time of ESD Incentive Proposal: 32 Current employment level: 48 Minimum employment on January 1, 2024: 60

______Master Page # 133 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 II. Project Cost and Financing Sources

Financing Uses Amount Scientific Equipment $5,609,000 Capital Construction 2,951,000 Scientific Expenses 6,440,000

Total Project Costs $15,000,000

Financing Sources Amount Percent ESD-Grant $6,000,000 40% Organization Equity 9,000,000 60%

Total Project Financing $15,000,000 100%

III. Project Description

A. Organization

Industry: Biotechnology Research

Organization History: Established in 1958, MMRI is dedicated to improving the health and quality of life for all. Over its 60-year history, MMRI scientists have contributed to the development and/or implementation of the pacemaker, implantable cardioverter defibrillator (ICD), catheter ablation therapy and a wide variety of drugs used to treat heart disease. MMRI’s mission is to conduct high-quality, basic biomedical research aimed at generating knowledge and information necessary for development of the medical cures and treatment of tomorrow.

Ownership: MMRI is a not-for-profit organization, 505(c)(3)

Size: All facilities are located in Utica, NY.

Market: International focus on genetic screening of inherited cardiac arrhythmia diseases, especially those responsible for sudden cardiac death

ESD Involvement: MMRI’s facility required significant innovative upgrades to modernize the lab space to allow the Organization to seamlessly transition from a traditional research-focused laboratory, to an applied research and translational medicine focused laboratory. ESD provided financial assistance for Phase I of this modernization project, which is complete. This is Phase II of the facility’s renovation, and is focused on modernizing

2 ______Master Page # 134 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 the basement lab space for heart disease, diabetes and obesity, autoimmunity, and cancer research and translational medicine. The project entails reconstruction and retrofitting 5,500 square feet of recently demolished basement space into a modernized laboratory space.

In January 2019, ESD awarded MMRI a $6,000,000 grant from the Life Science Initiative program to assist with the financing of the project. Without financial assistance from ESD, this phase of the project would not have been feasible.

Competition: N/A

Past ESD Support: ESD previously supported MMRI’s Phase I of its modernization project, which included a $550,000 capital grant for construction, renovation, furniture, fixtures, equipment, and design & planning of two floors, creating 6,800 square feet of new laboratory space. There were 21 jobs retained and 10 new jobs created.

Funding for the past five years, totaling $550,000, to the Grantee is summarized in the following chart:

Date Start Date End Program Project # Amount (ESD Directors’ (Project Completion: Purpose Approval Date) Contract Expiration)

Phase I of the Regional Council 129,074 $550,000 12/20/2018 12/31/2024 modernization Capital Fund AC135 project

B. The Project

Completion: July 2020

Activity: The Organization has renovated and equipped its 5,500 square-foot basement into a state-of-the-art laboratory space in Utica. MMRI has adapted to the Covid-19 pandemic by partnering with the Mohawk Valley Health System (MVHS) and surrounding community to provide Covid-19 testing at its facility. MMRI is testing up to 280 samples a day, with a turnaround time for tests between 24 and 36 hours. There are now additional plans to include Covid-19 research at its interdisciplinary, translational research facility, which this grant is partially funding.

3 ______Master Page # 135 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Results: The Organization has already met its initial job commitment, having retained 32 existing jobs and creating 16 new jobs.

Economic Growth Investment Projects: No Benefit-Cost Analysis (“BCA”) is required since these projects generate long-term benefits not captured in the short-term period used for the BCA.

Grantee Contact: Susan A. Bartkowiak, Director of Administration 2150 Bleecker Street Utica, NY 13501 Phone: (315) 624-7487 E-mail: bartkowiaks@mmri. edu

ESD Project No.: 132,210

Project Team: Origination Mark Labuzzetta Project Management Lindsay Wolk Legal Thomas Regan Contractor & Supplier Diversity Danielle Adams Finance Kathleen Uckert Environmental Soo Kang

C. Financial Terms and Conditions

1. Upon execution of the grant disbursement agreement, the Organization shall pay a commitment fee of 1% of the $6,000,000 ($60,000) and reimburse ESD for all out-of- pocket expenses incurred in connection with the project.

2. The Organization will demonstrate no materially adverse changes in its financial condition prior to disbursement.

3. The Organization will be required to contribute a minimum of 10% of the total project cost in the form of equity contributed after the Organization’s acceptance of ESD’s offer. Equity is defined as cash injected into the project by the Organization or by investors, and should be auditable through Organization financial statements or Organization accounts, if so requested by ESD. Equity cannot be borrowed money secured by the assets in the project.

4. Prior to disbursement, the Grantee must employ at least the number of Full-time Permanent Employees set forth as the Baseline Employment in the table below. A Full- time Permanent Employee shall mean (a) a full-time, permanent, private-sector employee on the Grantee’s payroll, who has worked at the Project Location for a

4 ______Master Page # 136 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 minimum of thirty-five hours per week for not less than four consecutive weeks and who is entitled to receive the usual and customary fringe benefits extended by Grantee to other employees with comparable rank and duties; or (b) two part-time, permanent, private-sector employees on Grantee’s payroll, who have worked at the Project Location for a combined minimum of thirty-five hours per week for not less than four consecutive weeks and who are entitled to receive the usual and customary fringe benefits extended by Grantee to other employees with comparable rank and duties.

5. Up to $6,000,000 will be disbursed to the Grantee in two installments as follows: a) an Initial Disbursement of an amount equal to 50% of the grant ($3,000,000) upon documentation of project costs totaling at least $8,560,000, upon completion of the project substantially as described in these materials as it relates to construction and renovation, as evidenced by a certificate of occupancy or other documentation verifying project completion as ESD may require, and documentation of the employment of at least 48 Full-time Permanent Employees at the Project Location (Employment Increment of 16), assuming that all project approvals have been completed and funds are available; b) a Second Disbursement of an amount equal to 50% of the grant ($3,000,000) will be disbursed upon documentation of additional project costs totaling $6,440,000, including the purchase and installation of $5,609,000 in machinery and equipment (cumulative expenditures totaling $15,000,000), completion of the project substantially as described in these materials, and documentation of the employment of at least 60 Full-time Permanent Employees at the Project Location (Employment Increment of 12),, provided Grantee is otherwise in compliance with program requirements.

Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses must be incurred on or after September 1, 2018, to be considered eligible project costs. All disbursements must be requested by April 1, 2022.

6. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $6,000,000, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Grantee and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

7. In consideration for the making of the Grant, Grantee will achieve the Employment Goals set forth in Column B of the table below. If the Full-time Permanent Employee Count for the year to the reporting date set forth in Column A of the table below is less than eighty-five percent (85%) of the Employment Goal set forth in Column B (an “Employment Shortfall”), then upon demand by ESD, Grantee shall be obligated to repay to ESD a portion of each disbursement of the Grant, as follows:

The Recapture Amount is based on the time that has lapsed between when the Grant

5 ______Master Page # 137 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 funds were disbursed and when the Employment Shortfall occurred. The Recapture Amount shall be calculated by aggregating the Recapture Amount for each disbursement of the Grant, which in each instance shall be equal to:

(i) 100% of the disbursed amount if the Employment Shortfall occurred in the calendar year that the disbursement was made, or in the first full calendar year after the disbursement was made; (ii) 80% of the disbursed amount if the Employment Shortfall occurred in the second full calendar year after the disbursement was made; (iii) 60% of the disbursed amount if the Employment Shortfall occurred in the third full calendar year after the disbursement was made; (iv) 40% of the disbursed amount if the Employment Shortfall occurred in the fourth full calendar year after the disbursement was made; (v) 20% of the disbursed amount if the Employment Shortfall occurred in the fifth full calendar year after the disbursement was made.

The Grantee’s number of Full-time Permanent Employees shall be deemed to be the greater of the number as of the last payroll date in the month of December for such year or the average employment for the 12 month period computed by quarter.

Baseline Employment 32

A B Reporting Date Employment Goals February 1, 2021 32+X+Y February 1, 2022 32+X+Y February 1, 2023 32+X+Y February 1, 2024 32+X+Y February 1, 2025 32+X+Y

X = Grantee's Employment Increment that will be the basis of the Initial Disbursement of the Grant as described in section C.5 above (i.e. X=16, and Employment Goals shall equal [32 + X = 48] if the Initial Disbursement is made, in the year such disbursement is made and for each year thereafter). If the Initial Disbursement has not yet been made then X=0. Y = Grantee's Employment Increment that will be the basis of the Second Disbursement of the Grant as described in section C.5 above (i.e. Y=12, and Employment Goals shall equal [48 + X + Y = 60] if the Second Disbursement is made, in the year such disbursement is made and for each year thereafter). If the Second Disbursement has not yet been made then Y=0.

IV. Statutory Basis – Life Sciences Initiative Fund

The funding was authorized in the 2017-2018 New York State budget and re-appropriated in the 2018-2019, 2019-2020, and 2020-2021 New York State budget. No residential relocation is

6 ______Master Page # 138 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 required as there are no families or individuals residing on the site.

V. Environmental Review

VI. Non-Discrimination and Contractor & Supplier Diversity

ESD’s Non-Discrimination and Contractor & Supplier Diversity policies will apply to this Project. The Recipient shall be required to include minorities and women in any job opportunities created, to solicit and utilize Minority and Women Business Enterprises (MWBEs) for any contractual opportunities generated in connection with the Project and shall be required to use Good Faith Efforts (pursuant to 5 NYCRR §142.8) to achieve an overall MWBE Participation Goal of 30% related to the total value of ESD’s funding.

VII. ESD Financial Assistance Subject to Availability of Funds and Additional Approval

The provision of ESD financial assistance is contingent upon the availability of funds and the approval of the State Division of the Budget.

VIII. Additional Submissions to Directors

Resolutions New York State Map Project Finance Memorandum Project Photographs

7 ______Master Page # 139 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 August 20, 2020

Utica (Mohawk Valley Region – Oneida County) – MMRI Life Sciences Initiative Capital – Life Sciences Initiative Fund (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the MMRI Life Sciences Initiative Capital -- Life Sciences Initiative Fund (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Masonic Medical Research Laboratory d/b/a Masonic Medical Research Institute a grant for a total amount not to exceed Six-Million Dollars ($6,000,000) from the Life Sciences Initiative Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

RESOLVED, that the President and Chief Executive Officer Designate or his designee(s) be, and each of them hereby is, authorized in the name and on behalf of the Corporation to execute and

8 ______Master Page # 140 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 deliver any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions.

* * *

9 ______Master Page # 141 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 MMRI Life Sciences Initiative Utica Oneida County

MMRI Life Sciences Initiative Utica Oneida County

1 ______Master Page # 142 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 MMRI Life Sciences Initiative Capital

Project Photographs 132,210 Before

______Master Page # 143 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 After Cold Room Animal Vivarium

Lab Benches

______Master Page # 144 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 FOR CONSIDERATION August 20, 2020

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Old Forge (Mohawk Valley Region – Herkimer County) – Enchanted Forest Expansion Capital – Upstate Revitalization Initiative (Capital Grant)

REQUEST FOR: Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

General Project Plan

I. Project Summary

Grantee: Old Forge Properties, Inc. d/b/a Enchanted Forest Water Safari (“Enchanted Forest” or the “Company”)

ESD* Investment: A grant of up to $500,000 to be used for a portion of the cost of construction and the purchase of machinery and equipment

Project Location: 3183 State Route 28, Old Forge, Herkimer County

Proposed Project: Demolition of two existing water slides, and the purchase, engineering, and construction of three new state-of-the-art water slides to improve guest experiences and increase visitation to the region

Project Type: Economic growth/infrastructure investment at an existing water park

Regional Council: The project is consistent with the Mohawk Valley Regional Economic Development Council Plan to build on local assets to increase tourism and drive growth in visitor spending within the region.

______Master Page # 145 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 II. Project Cost and Financing Sources

Financing Uses Amount Construction/Renovation $88,514 Infrastructure/Site Work 1,020,059 Machinery & Equipment Acquisition 1,377,197 Soft Costs 99,308 Other Costs* 116,501

Total Project Costs $2,701,579

*Other costs include various parts/materials and debris removal

Financing Sources Amount Percent Rate/Term/Lien ESD-Grant $500,000 19% NBT Bank-Loan 1,704,000 63% 4.16%/3.5 yrs/lien on property & equipment Company Equity 497,579 18%

Total Project Financing $2,701,579 100%

III. Project Description

A. Company

Industry: Amusement/Tourism

Company History: The Enchanted Forest of the Adirondacks was established in 1956 and has been operated by the Noonan Family as the Enchanted Forest Water Safari since 1977. The first water slide was built in 1984, and several more water slides have been incorporated over the years. Enchanted Forest is currently the largest water theme park in New York State, featuring 32 water rides and over 50 attractions in total. As an anchor business in Old Forge, the water park is a popular summer destination and it drives a significant amount of tourism to the village and the Central Adirondack region.

Enchanted Forest has been named on Trip Advisor’s Top Twenty-Five Best Water Parks in the U.S. for several years and was ranked #4 in 2019.

Ownership: The Company is a privately-owned S corporation

Size: Enchanted Forest operates seasonally from mid-June through Labor Day, employing 36 full-time year-round employees and approximately 480 seasonal employees. All attractions are located on a 60-acre park in Old Forge, NY.

2 ______Master Page # 146 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Market: Enchanted Forest attracts more than 200,000 visitors annually from all over the United States, Canada, and other countries.

ESD Involvement: Enchanted Forest determined that it was necessary to replace its aging infrastructure and offer new and exciting rides to increase visitation and guest capacity. This would ultimately increase revenue at the water park, and also boost sales of restaurants, stores, hotels, and other attractions across the Central Adirondack region. As a seasonal business that’s dependent on Upstate New York’s weather and tourism, it would be financially difficult to complete a project of this scale without assistance.

In July 2019, the Company applied under the Mohawk Valley Regional Economic Development Council’s Consolidated Funding Application to close the funding gap. ESD offered an Incentive Proposal from the Upstate Revitalization Initiative in August 2019, which was accepted the following month. This project would not have been financially feasible without ESD assistance.

Competition: Competitors include other amusement, theme, and water parks in the Upstate New York area that compete for recreational visitors. The top two competitors are The Great Escape near Lake George and Six Flags Darien Lake near Buffalo.

Past ESD Support: This is the Company’s first project with ESD.

B. The Project

Completion: June 2020

Activity: The Company completed the following activities during the project implementation:  Purchased three new water slides, including a four-lane, 300-foot KrackenRACER mat slide, a 295-foot SuperLOOP slide, and a 200- foot FreeFALL speed slide  Demolition of two old water slides, including the Killermanjaro and Serengeti Surf Hill  Engineering of the new slides, and re-engineering of the water pumps and filtration to support the slides  Construction of new slides

Results: As a result of the new attractions, the Company originally anticipated a 10% increase in visitation and sales during the 2020 season. Increasing the number of guests will positively impact sales from the gate, food, gifts, lockers, and games. In addition, the increase in visitation will drive additional tourism to the Old Forge and Central Adirondack region,

3 ______Master Page # 147 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 including local restaurants, hotels, gift stores, and gas stations. The 2020 season opening of the water park was delayed due to New York State COVID-19 restrictions, and the Company announced on July 31, 2020 that it would not be opening for the 2020 season.

Grantee Contact: Kelly Noonan Greene, President 3183 State Route 28 Old Forge, NY 13420 Phone: (315) 369-6145 E-mail: kelly@watersafari. com

ESD Project No.: 133,076

Project Team: Origination Mark LaBuzzetta Project Management Lisa Smith Contractor & Supplier Diversity Danielle Adams Finance Kathleen Uckert Environmental Soo Kang

C. Financial Terms and Conditions

1. Upon execution of the grant disbursement agreement, the Company shall pay a commitment fee of 1% of the $500,000 capital grant ($5,000) and reimburse ESD for all out-of-pocket expenses incurred in connection with the project.

2. The Company will demonstrate no materially adverse changes in its financial condition prior to disbursement.

3. The Company will be required to contribute a minimum of 10% of the total project cost in the form of equity contributed after the Company’s acceptance of ESD’s offer. Equity is defined as cash injected into the project by the Company or by investors, and should be auditable through Company financial statements or Company accounts, if so requested by ESD. Equity cannot be borrowed money secured by the assets in the project or grants from a government source.

4. Up to $500,000 will be disbursed to Grantee in a lump sum upon documentation of construction/ renovation, infrastructure/site work, machinery and equipment, soft costs, and other project costs totaling $2,620,000 and upon completion of the project substantially as described in these materials as evidenced by a Certificate of

4 ______Master Page # 148 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Code/Permit Compliance, assuming that all project approvals have been completed and funds are available. Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses must be incurred on or after July 26, 2019 to be considered eligible project costs. All disbursements must be requested by April 1, 2022.

5. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $500,000, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Company and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

IV. Statutory Basis – Upstate Revitalization Initiative

The funding was authorized in the 2015-2016 New York State budget and reappropriated in the 2016-2017, 2017-2018, 2018-2019, 2019-2020, and 2020-2021 New York State budgets. No residential relocation is required as there are no families or individuals residing on the site.

V. Environmental Review

VI. Non-Discrimination and Contractor & Supplier Diversity

VII. ESD Employment Enforcement Policy

ESD's Employment Enforcement Policy will not apply since the project will not directly create or retain jobs.

VIII. ESD Financial Assistance Subject to Availability of Funds and Additional Approval

The provision of ESD financial assistance is contingent upon the availability of funds and the approval of the State Division of the Budget.

5 ______Master Page # 149 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 IX. Additional Submissions to Directors

Resolutions New York State Map Project Finance Memorandum Project Photographs

6 ______Master Page # 150 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 August 20, 2020

Old Forge (Mohawk Valley Region – Herkimer County) – Enchanted Forest Expansion Capital – Upstate Revitalization Initiative (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Enchanted Forest Expansion Capital - Upstate Revitalization Initiative (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Old Forge Properties, Inc. d/b/a Enchanted Forest Water Safari a grant for a total amount not to exceed Five Hundred Thousand Dollars ($500,000) from the Upstate Revitalization Initiative, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

RESOLVED, that the President and Chief Executive Officer Designate or his designee(s) be, and

______Master Page # 151 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 each of them hereby is, authorized in the name and on behalf of the Corporation to execute and deliver any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions.

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______Master Page # 152 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Marquart Dairy Capital Gainesville Wyoming County

Enchanted Forest Expansion Capital Old Forge Herkimer County

______Master Page # 153 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Enchanted Forest Expansion Capital During Construction

______Master Page # 154 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 FOR CONSIDERATION August 20, 2020

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Newark (Finger Lakes Region – Wayne County – IEC Electronics Capital – Upstate Revitalization Initiative (Capital Grant)

REQUEST FOR: Affirmation of the Directors June 25, 2020 Findings and Determinations Pursuant to Section 16 (2) of the Act; Affirmation of the General Project Plan

I. Background

At their meeting on June 25, 2020, the Empire State Development (ESD) Directors made findings and determinations authorizing a $2,000,000 Upstate Revitalization Initiative (“URI”) grant (AC250) to IEC Electronics Corp. (“IEC”), to finance a portion of the costs associated with a $10,000,000 expansion project involving the lease of a newly built 153,000-square-foot manufacturing facility. The new facility will serve as IEC’s new headquarters and is equipped with machinery and production lines specifically made for complex circuit board manufacturing and assembly. This project will retain 463 jobs and create 292 full-time permanent jobs to Newark, NY.

A public comment period was made available for the Project until 5:30 pm on July 21, 2020 to consider the General Project Plan. ESD arranged the public comment period in accordance with all statutory requirements and any applicable ESD policies as modified by Executive Order 202.11. Specifically, a legal notice was published in the Finger Lakes Times on July 10, 2020. The General Project Plan was available at the office of the Corporation as well as ESD’s website. The Corporation filed such Plan in the offices of the Wayne County Clerk, and the Newark Village.

A member of the public submitted a comment via email on July 20, 2020. The individual testified generally that tax funds should not be used without assurances that measures are taken to decrease the detrimental effect on neighboring residential properties.

______Master Page # 155 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 II. Adverse Testimony and ESD Response

The following is a summary of the adverse comment that was received and required a response:

(i) Comment: Tax money should not be used without assurances that measures are taken to decrease negative effects on neighboring residential properties.

ESD Response: The use of URI funds for this Project will support the extension of an important business that would likely not be accomplished through private investment alone. IEC Electronics Corp. is using the grant funds to expand their circuit board assembly business which enables them to continue aiding the medical, industrial, aerospace, and defense sectors. As a local company for over 50 years, IEC is dedicated to New York and has committed to hiring 292 net new full-time jobs at this facility in Newark, NY. IEC leases this facility at Silver Hills and as a tenant had no input on the construction of the facility. The developer has been in contact with the town of Newark as well as the neighbors making the complaint. The IEC facility is located within an existing large, dedicated industrial park off an interstate highway that has minimal impact on neighboring residential properties.

III. Summary

After review and consideration of comments received during the public comment period, ESD staff continues to believe that the project in consistent with the goals of the Finger Lakes Regional Economic Development Council plan to invest in next generation manufacturing technology. ESD staff believes that the concerns raised during the public comment period are adequately being addressed by the developer.

IV. Requested Action

The Directors are requested to affirm the findings and determinations related to the Project, made pursuant to the New York State Urban Development Corporation Act, and to affirm the General Project Plan presented to the Board on June 25, 2020.

Additional Submissions to Directors Resolution Public Comment Received During Comment Period - July 20, 2020 ESD Directors’ Materials - June 25, 2020

2 ______Master Page # 156 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 August 20, 2020

Newark (Finger Lakes Region – Wayne County) - IEC Electronics Capital – Upstate Revitalization Initiative (Capital Grant) – Affirmation of the Directors’ June 25, 2020 Findings and Determinations Pursuant to Section 16(2) of the Act; Affirmation of the General Project Plan

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the IEC Electronics Capital Project, the Corporation hereby determines pursuant to Section 16(2) of the New York State Urban Development Corporation Act of 1968, as amended, that its prior determination is hereby affirmed and holds that the negative testimony has been addressed.

RESOLVED, that the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to IEC Electronics Corp. a grant for a total amount not to exceed Two Million Dollars ($2,000,000) from the Upstate Revitalization initiative, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

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______Master Page # 157 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 From: Marilyn Coolidge < > Sent: Monday, July 20, 2020 1:45 PM To: esd.sm.Landgprojectcomments Subject: Comment IEC Electronics

------Forwarded message ------From: Marilyn Coolidge < > Date: Mon, Jul 20, 2020, 11:57 AM Subject: IEC comment To: Marilyn Coolidge < >

We are submitting our comments concerning the proposal to give additional grant money to the IEC project in Newark. Since the beginning of this project we were told by the village that they didn't have to tell us anything because it is considered a state"special site"??? (this building is 200 ft from the road opposite our property). We have not had any credible answers from anyone to address issues such as lighting, noise, traffic pattern, and most importantly screening which we thought had to be addressed per state code. As you can see from images below, the side of the building with all the industrial ventilation or filtration units faces residential property & they glare right into our windows. Our bedrooms look right down into the 8 office windows & carlights come right at our house from the exit. In a few months when the few trees lose their leaves, the whole building will be exposed. We contacted IEC directly on 7/2 and they said they want to be a good neighbor and will look into our concerns & were not aware that these issues had not been addressed earlier. We have been trying to get answers from the village/ developer since construction began 14 months ago - we are still sitting here with no answers.

The point is millions in public funds & tax abatements have been given to this project while the value of our property has diminished. Public tax money should not be used without assurances that measures are taken to decrease the detrimental effect on neighboring residential properties of taxpayers. Therefore, we oppose any additional grants be given to this project until these issues are addressed.

Respectfully, Calvin & Marilyn Coolidge

______Master Page # 158 of 349 - NYS Urban Development Corporation Meeting 8/20/2020

______Master Page # 159 of 349 - NYS Urban Development Corporation Meeting 8/20/2020

FOR CONSIDERATION June 25, 2020

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Newark (Finger Lakes Region – Wayne County) – IEC Electronics Capital – Upstate Revitalization Initiative (Capital Grant)

REQUEST FOR: Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

General Project Plan

I. Project Summary

Grantee: IEC Electronics Corp. (“IEC” or the “Company”)

ESD* Investment: A grant of up to $2,000,000 to be used for a portion of the cost of machinery and equipment

* The New York State Urban Development Corporation doing business as Empire State Development (“ESD” or the “Corporation”)

Project Locations: 328 Silver Hills Drive, Newark* 1365 Emerson Street, Rochester 105 Norton Street, Newark

*Project activity site; others are job retention sites

Proposed Project: Lease and equip a new 150,000-square-foot manufacturing facility in NYS, including retaining and creating jobs.

Project Type: Business expansion involving job retention and creation

______Master Page # 160 of 349 - NYS Urban Development Corporation Meeting 8/20/2020

Employment: Initial employment at time of ESD Incentive Proposal: 4631 Current employment level: 7032 Minimum employment on January 1, 2024: 7553

1463 employees in New York State, including 421 employees at 105 Norton Street and 42 employees at 1365 Emerson Street. 2703 employees in New York State, including 662 employees at 105 Norton Street, and 41 employees at 1365 Emerson Street. 3755 employees in New York State. All 662 employees currently at 105 Norton Street will be transferred to 328 Silver Hills Drive, which equates to the transfer of up to 421 existing employees and the creation of 292 net new jobs. The 42 employees at 1365 Emerson Street will be retained.

II. Project Cost and Financing Sources

Financing Uses Amount Machinery & Equipment $6,250,000 Furniture, Fixtures & Equipment 3,250,000 Soft Costs 500,000

Total Project Costs $10,000,000

Financing Sources Amount Percent ESD-Grant (#AC250) $2,000,000 20% RG&E/NYSEG 670,000 6% Wayne County IDA 750,000 8% Company Equity 6,580,000 66%

Total Project Financing $10,000,000 100%

III. Project Description

A. Company

Industry: IEC Electronics Corp. provides electronic manufacturing services (“EMS”) to advanced technology companies that produce life-saving and mission critical products for the medical, industrial, aerospace and defense sectors.

Company History: IEC Electronics Corp. was founded in Fairport, NY in 1966 and became a public company in 1967. In 1980, IEC sold its consumer products operations to focus on its electronic manufacturing services.

Ownership: IEC is a publicly held company.

Size: IEC has three locations in New York and one in Albuquerque, New Mexico.

2 ______Master Page # 161 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Market: IEC manufactures a wide range of assemblies that are incorporated into many different product sectors such as aerospace and defense systems, medical devices, industrial equipment, and transportation products.

ESD Involvement: IEC Electronics Corp. approached ESD in early 2017 to bridge a funding gap in order to move its operations to a new facility and outfit that facility with new machinery and equipment. In March 2017, ESD offered the company a $2,000,000 Upstate Revitalization Initiative grant and Excelsior Tax Credits valued at $3,000,000, which the company accepted in November of 2017. Without financial assistance this project would not have moved forward in New York State.

Competition: New Mexico

Past ESD Support: This is the Company’s first project with ESD.

B. The Project

Completion: June 2020

Activity: The Company has leased a newly built, 153,000-square-foot manufacturing facility that has an open layout for more efficient operation. This facility will serve as IEC’s new headquarters and is fully equipped with new machinery and production lines specifically for complex circuit board manufacturing and assembly. This facility is also equipped with a material analysis laboratory for advanced manufacturing process development.

Results: Retain 463 existing jobs and create 292 new jobs. The Company has already created 240 new jobs.

Business Investment Project: Benefit-Costs Evaluations are used in evaluating projects that are categorized as Business Investment, Infrastructure Investment, and Economic Growth Investment and that involve 1) job retention and/or creation and/or 2) construction-related activity. For Business Investment projects, benefits typically reflect the impact of both jobs and construction- related activity. For Infrastructure Investment and Economic Growth Investment projects, which generate long-term benefits not captured in the period of analysis and may involve no permanent job commitments, the estimated benefits typically reflect only construction-related activity.

Evaluated over a seven-year period, the following are anticipated project impacts (dollar values are present value):

3 ______Master Page # 162 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 . Fiscal benefits to NYS government from the project are estimated at $11,110,449; . Fiscal cost to NYS government is estimated at $4,247,682; . Project cost to NYS government per direct job is $23,215; . Project cost to NYS government per job (direct plus indirect) is estimated at $8,781; . Ratio of project fiscal benefits to costs to NYS government is 2.62:1; . Fiscal benefits to all governments (state and local) are estimated at $18,967,776; . Fiscal cost to all governments is $4,247,682; . All government cost per direct job is $23,215; . All government cost per total job is $8,781; . The fiscal benefit to cost ratio for all governments is 4.47:1; . Economic benefits (fiscal plus total net resident disposable income from project employment) are estimated at $125,977,605, or $260,415 per job (direct and indirect); . The economic benefit to cost ratio is 29.66:1; . Project construction cost is $0, which is expected to generate 0 direct job years and no indirect job years of employment; . For every permanent direct job generated by this project, an additional 1.66 indirect jobs are anticipated in the state’s economy; . The payback period for NYS costs is three years.

Grantee Contact: Thomas Barbato, Senior Vice President & CFO 105 Norton Street Newark, NY 14513 Phone: (315) 332-4493 E-mail: TBarbato@IEC-Electronics. com

ESD Project No.: AC250

Project Team: Origination Stephen Golding Project Management Leanna DeFrancesco Contractor & Supplier Diversity Geraldine Ford Finance Christina Choi Environmental Soo Kang

C. Financial Terms and Conditions

1. Upon execution of the grant disbursement agreement, the Company shall pay a commitment fee of 1% of the $2,000,000 capital grant ($20,000) and reimburse ESD for all out-of-pocket expenses incurred in connection with the project.

2. The Company will demonstrate no materially adverse changes in its financial condition prior to disbursement.

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4. Prior to disbursement, the Company must employ at least the number of Full-time Permanent Employees set forth as the Baseline Employment in the table below. A Full-time Permanent Employee shall mean (a) a full-time, permanent, private-sector employee on the Grantee’s payroll, who has worked at the Project Locations for a minimum of thirty-five hours per week for not less than four consecutive weeks and who is entitled to receive the usual and customary fringe benefits extended by Grantee to other employees with comparable rank and duties; or (b) two part-time, permanent, private-sector employees on Grantee’s payroll, who have worked at the Project Locations for a combined minimum of thirty-five hours per week for not less than four consecutive weeks and who are entitled to receive the usual and customary fringe benefits extended by Grantee to other employees with comparable rank and duties.

5. Up to $2,000,000 will be disbursed to the Grantee in three installments as follows: a) an Initial Disbursement of an amount equal to 50% of the grant ($1,000,000) upon documentation of projects costs totaling $7,500,000, including $6,000,000 in machinery and equipment costs, documentation of the employment of at least 580 Full-time Permanent Employees in New York State, including 117 net new Full-time Permanent Employees at the Project Locations, and a Certificate of Occupancy assuming that all project approvals have been completed and funds are available; b) a Second Disbursement of an amount equal to 25% of the grant ($500,000) will be disbursed upon documentation of the employment of at least 670 Full-time Permanent Employees in New York State, including 207 net new Full-time Permanent Employees at the Project Locations (Employment Increment of 90), provided Grantee is otherwise in compliance with program requirements; c) a Third Disbursement of an amount equal to 25% of the grant ($500,000) will be disbursed upon documentation of the employment of at least 755 Full-time Permanent Employees in New York State, including 292 net new Full-time Permanent Employees at the Project Locations (Employment Increment of 85), provided Grantee is otherwise in compliance with program requirements.

Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses reimbursed by ESD’s grant must be incurred on or after November 15, 2017, to be considered eligible project costs. All disbursements must be requested by April 1, 2023.

6. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $2,000,000, for this project if ESD determines that the reallocation of the

5 ______Master Page # 164 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 assistance would better serve the needs of the Company and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

7. In consideration for the making of the Grant, Grantee will achieve the Employment Goals set forth in Column B of the table below. If the Full-time Permanent Employee Count for the year prior to the reporting date set forth in Column A of the table below is less than eighty-five percent (85%) of the Employment Goal set forth in Column B (an “Employment Shortfall”), then upon demand by ESD, Grantee shall be obligated to repay to ESD a portion of each disbursement of the Grant, as follows:

The Recapture Amount is based on the time that has lapsed between when the Grant funds were disbursed and when the Employment Shortfall occurred. The Recapture Amount shall be calculated by aggregating the Recapture Amount for each disbursement of the Grant, which in each instance shall be equal to:

Baseline Employment (Baseline employment of 421 employees to be transferred from 105 Norton Street to 328 Silver Hills 421 Drive) Baseline Employment (New York State) 463

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A B C Date Employment Goals Employment Goals (Project Locations) (New York State) February 1, 2021 421+X+Y+Z 463+X+Y+Z February 1, 2022 421+X+Y+Z 463+X+Y+Z February 1, 2023 421+X+Y+Z 463+X+Y+Z February 1, 2024 421+X+Y+Z 463+X+Y+Z February 1, 2025 421+X+Y+Z 463+X+Y+Z

X = Grantee's Employment Increment that will be the basis of the Initial Disbursement of the Grant as described in section C.5 above (i.e. X=117, and Employment Goals shall equal [0 + X = 117 (including 580 in NYS)] if the Initial Disbursement is made, in the year such disbursement is made and for each year thereafter). If the Initial Disbursement has not yet been made then X=0. Y = Grantee’s Employment Increment that will be the basis of the Second Disbursement of the Grant as described in section C.5 above (i.e. Y=90, and Employment Goals shall equal [0+ X + Y = 207 (including 670 in NYS)] if the Second Disbursement is made, in the year such disbursement is made and for each year thereafter). If the Second Disbursement has not yet been made then Y=0. Z = Grantee’s Employment Increment that will be the basis of the Third Disbursement of the Grant as described in section C.5 above (i.e. Z=85, and Employment Goals shall equal [0+ X + Y + Z = 292 (including 755 in NYS)] if the Third Disbursement is made, in the year such disbursement is made and for each year thereafter). If the Third Disbursement has not yet been made then Z=0.

IV. Statutory Basis – Upstate Revitalization Initiative

V. Environmental Review

VI. Non-Discrimination and Contractor & Supplier Diversity

Pursuant to New York State Executive Law Article 15-A, ESD recognizes its obligation under the law to promote opportunities for maximum feasible participation of certified minority-and women- owned businesses (MWBEs) in the performance of ESD projects. For purposes of this project, however, goals will not be established due to the unavailability of certified MWBEs for performance of this project.

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VII. ESD Financial Assistance Subject to Availability of Funds and Additional Approval

The provision of ESD financial assistance is contingent upon the availability of funds and the approval of the State Division of the Budget.

VIII. Additional Submissions to Directors

Resolutions New York State Map Benefit-Cost Analysis Project Finance Memorandum Project Photographs

8 ______Master Page # 167 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 June 25, 2020

Newark (Finger Lakes Region – Wayne County) – IEC Electronics Capital – Upstate Revitalization Initiative (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the IEC Electronics Capital - Upstate Revitalization Initiative (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to IEC Electronics Corp. a grant for a total amount not to exceed Two Million Dollars ($2,000,000) from the Upstate Revitalization Initiative, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

9 ______Master Page # 168 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 to be necessary or proper to effectuate the foregoing resolutions.

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10 ______Master Page # 169 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 IEC Electronics URI Capital Newark Wayne County

______Master Page # 170 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Project Summary Benefit-Cost Evaluation1

IEC Electronics Corp. – Business Investment

Benefit-Costs Evaluations are used in evaluating projects that are categorized as Business Investment, Infrastructure Investment, and Economic Growth Investment and that involve 1) job retention and/or creation and/or 2) construction-related activity. For Business Investment projects, benefits reported in the table below typically reflect the impact of both jobs and construction-related activity. For Infrastructure Investment and Economic Growth Investment projects, which generate long-term benefits not captured in the period of analysis and may involve no permanent job commitments, the table typically reflects only construction-related activity. Benchmarks for each type of project are noted in the footnotes.

Initial Jobs: 463 Construction Job Years (Direct): 0 New Jobs: 292 jobs over five years Construction Job Years (Indirect): 0

Project Results NYS Gov’t. Project Results State & Local Evaluation Statistics NYS Gov’t. Benchmarks2 State & Local Government Government Benchmarks

Fiscal Costs3 $4,247,682 $794,250 $4,247,682 $1,020,500 Fiscal Benefits4 $11,110,449 $2,085,600 $18,967,776 $4,271,980

Fiscal Cost /Direct Job $23,215 $3,000 $23,215 $4,110 Fiscal Cost/Total Jobs $8,781 $1,424 $8,781 $1,964 Fiscal B/C Ratio 2.62 7.00 4.47 10.60 Project Benchmarks Results Economic Benefits5 $125,977,605 $119,468,000 Econ. Benefits/Total Jobs $260,415 $147,600 Economic B/C Ratio 29.66 75.00

1 Dollar values are present value calculated over a seven-year period. Separate evaluations are made and reported for New York State government assistance alone and for State and Local government.

2 The current project evaluation results (both fiscal and economic) are compared to performance measure benchmarks based on results of a sample of ESD non-retail projects. Business Investment project benchmarks are 7.00 (Fiscal) and 75.00 (Economic). Infrastructure Investment (or Economic Growth Investment) project benchmarks are 3.00 (Fiscal) and 30.00 (Economic).

3 Fiscal cost includes the value of grants, loans and associated default risks, and discretionary subsidies (such as tax exemptions or abatements on sales, property, and interest income).

4 Fiscal benefits are the loan repayments and tax revenues to New York State and Local governments generated by project activity. This includes estimated taxes on personal incomes from project direct and indirect employment, corporate and business incomes, excise and user taxes, property taxes, and other taxes.

5 Economic benefits are estimated project benefits measuring fiscal flows to government plus net resident disposable income from project direct and indirect employment net of transfers, without adjusting for individual income earners’ opportunity cost of employment.

______Master Page # 171 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 FOR CONSIDERATION August 20, 2020

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Savannah (Finger Lakes Region – Wayne) and Binghamton (Southern Tier Region – Broome County) – Pure Functional Foods – Hemp Processing Program - New York Work Economic Development Fund (Capital Grant)

REQUEST FOR: Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

General Project Plan

I. Project Summary

Grantee: Pure Functional Foods, Inc. (“PFF” or the “Company”)

ESD* Investment: A grant of up to $385,000 to be used for a portion of the cost of machinery and equipment

* The New York State Urban Development Corporation doing business as Empire State Development “ESD” or the “Corporation”)

Project Locations: 267 Route 89, Savannah, Wayne County 120 Chenango Street, Binghamton, Broome County

Proposed Project: Purchasing specialized food production equipment used to process Industrial Hemp food products.

Project Type: Agricultural/Industrial Hemp Production

Regional Council: The Finger Lakes Regional Economic Development Council have been made aware of this item. This project is consistent with the increase in regional wealth within the agriculture and food production. The Southern Tier Regional Economic Development Council have been made aware of this item. The project is consistent with the transformation of the food and agriculture industry.

______Master Page # 172 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 II. Project Cost and Financing Sources

Financing Uses Amount Machinery/Equipment $770,000 Total Project Costs $770,000

Financing Sources Amount Percent Rate/Term/Lien ESD-Grant $385,000 50% Lyons National Bank Line of Credit 200,000 26% 5%/revolving Company Equity 185,000 24%

Total Project Financing $770,000 100%

III. Project Description

A. Company

Industry: Food Processing and Manufacturing

Company History: Pure Functional Foods, Inc. originated in 2013 by a group of individuals that brought over 70 years of combined business knowledge as food business entrepreneurs along with multi-generational milling, grain processing, mixing and packaging into New York State. The Company offers a wide range of mixing and packaging products and services for the nutritional lifestyles and allergan-controlled foods marketplace. Today, Pure Functional Foods is known across the industry as the highest quality lowest cost producer and innovator in the functional ingredients and gluten-free/allergen-free markets.

Ownership: The Company is privately-owned

Size: The Company employs 30 employees in NYS with locations in Savannah and Binghamton

Market: Industrial processors, national brands and leading retailers

ESD Involvement: In 2018, Pure Functional Foods, Inc. applied for a New York State Industrial Hemp Processing Grant Fund in order to gain assistance in in capital expenditures as they formulated the best method for industrial hemp processing. With hemp being an emerging market, Pure Functional Foods, Inc. needed to partner with New York State to make intrastate vertical integration of this new industry as a lucrative reality. ESD offered an incentive proposal in March of 2018 and was accepted by the Company in April of 2018.

2 ______Master Page # 173 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Past ESD Support: Funding for the past five years to the Grantee, totaling $150,000, is summarized in the following chart:

Date End Date Start (Project Program Project # Amount (ESD Directors’ Purpose Completion: Approval Date) Contract Expiration)

Purchasing Econ Trans Prog 126,656 $150,000 January 2018 June 2017 machinery and 14-15 equipment.

B. The Project

Completion: December 2019

Activity: The Company installed a hemp seed handling system, hemp seed processing system, and a hemp seed packing system.

Results: The economic gains of this type of Hemp processing plant located in New York State will make a significant impact on Agricultural businesses. The 20% increase in the number of products manufactured will increase the number of farmers growing and dollars generated.

Grantee Contact: George Slilaty, Partner 267 Route 89 Savannah, NY 13146 Phone: (607) 221-1050 E-mail: George@purefunctionalfoods. com

Dale Weed, Partner 267 Route 89 Savannah, NY 13146 Phone: (315) 294-0733 E-mail: dale@purefunctionalfoods. com

ESD Project No.: AC370

3 ______Master Page # 174 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Project Team: Origination Christine Costopoulos Project Management Tammy Kocak Contractor & Supplier Diversity Geraldine Ford Finance Kathleen Uckert Environmental Soo Kang

C. Financial Terms and Conditions

1. The Company will demonstrate no materially adverse changes in its financial condition prior to disbursement.

3. Grant funds will be subject to pro rata recapture if the property at the Project Locations is sold within five years of disbursement of funds. The Recapture Amount is based on the time that has lapsed between when the Grant funds were disbursed and when the transfer occurred. The Recapture Amount shall be calculated by aggregating the Recapture Amount for each disbursement of the Grant, which in each instance shall be equal to:

4. Up to $385,000 will be disbursed to Grantee in a lump sum upon documentation of machinery and equipment project costs totaling $770,000. Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses must be incurred on or after April 6, 2018, to be considered eligible project costs. All disbursements must be requested by April 1, 2022.

4 ______Master Page # 175 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 5. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $385,000, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Company and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

IV. Statutory Basis – NY Works Economic Development Fund

The funding was authorized in the 2012-2013 New York State budget and reappropriated in the 2013-2014, 2014-2015, 2015-2016, 2016-2017, 2017-2018, 2018-2019,2019-2020 and 2020-2021 New York State budgets. No residential relocation is required as there are no families or individuals residing on the site.

V. Environmental Review

VI. Non-Discrimination and Contractor & Supplier Diversity

VII. ESD Employment Enforcement Policy

ESD's Employment Enforcement Policy will not apply since the project will not directly create or retain jobs.

VIII. ESD Financial Assistance Subject to Availability of Funds and Additional Approval

The provision of ESD financial assistance is contingent upon the availability of funds and the approval of the State Division of the Budget.

IX. Additional Submissions to Directors

Resolutions New York State Map Project Finance Memorandum Project Photographs

5 ______Master Page # 176 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 August 20, 2020

Savannah (Finger Lakes Region – Wayne) and Binghamton (Southern Tier Region – Broome County) – Pure Functional Foods – Hemp Processing Program - New York Works Economic Development Fund (Capital Grant) - Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Pure Functional Foods-Hemp Processing Program – New York Works Economic Development Fund (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RSEOLVED, that the Corporation does hereby adopt, subject to the requirements of Section 16 (2) of the Act, the proposed General Project Plan (the “Plan”) for the Project submitted to this meeting, together with such changes therein as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, a copy of which Plan, together with such changes, is hereby ordered filed with the records of the Corporation; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Pure Functional Foods Inc., a grant for a total amount not to exceed Three Hundred and Eighty-Five Thousand Dollars ($385,000) from the New York Works Economic Development Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

______Master Page # 177 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions.

* * *

______Master Page # 178 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 «Project_Name» «Project_Town» «Project_County» County

Pure Functional Foods – Hemp Processing Program Savannah and Binghamton Wayne County and Broome County

______Master Page # 179 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Superseeding Nutritional Innovations …

267 Route 89 South, Savannah, NY 13146 * 120 Chenango Street, Binghamton NY 13902 Phone: (315) 730.9640

“A World Class Milling, Mixing & Packaging Company” Page 1 of 3 ______Master Page # 180 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Superseeding Nutritional Innovations …

267 Route 89 South, Savannah, NY 13146 * 120 Chenango Street, Binghamton NY 13902 Phone: (315) 730.9640

“A World Class Milling, Mixing & Packaging Company” Page 2 of 3 ______Master Page # 181 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Superseeding Nutritional Innovations …

267 Route 89 South, Savannah, NY 13146 * 120 Chenango Street, Binghamton NY 13902 Phone: (315) 730.9640

“A World Class Milling, Mixing & Packaging Company” Page 3 of 3 ______Master Page # 182 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 FOR CONSIDERATION August 20, 2020

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Penn Yan (Finger Lakes Region – Yates County) – Laurentide Inn Capital – Downtown Revitalization Initiative (Capital Grant)

REQUEST FOR: Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

General Project Plan

I. Project Summary

Grantee: Laurentide LLC d/b/a The Laurentide Inn and Laurentide Beer Company (“Laurentide” or the “Company”)

ESD* Investment: A grant of up to $260,000 to be used for a portion of the cost of construction and renovations

* The New York State Urban Development Corporation doing business as Empire State Development (“ESD” or the “Corporation”)

Project Location: 158 Main Street, Penn Yan, Yates County

Proposed Project: Renovation of the Laurentide Inn and Laurentide Beer Company to include property upgrades, a micro-brewery, and a lounge

Project Type: Downtown revitalization

Regional Council: The Finger Lakes Regional Economic Development Council has been made aware of this item. The project is consistent with the Finger Lakes Regional Economic Development Council Plan as it promotes revitalizing downtowns and tourism within the Region. This project was selected among the Village of Penn Yan’s Downtown Revitalization Initiative (“DRI”) plan projects for funding.

______Master Page # 183 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 II. Project Cost and Financing Sources

Financing Uses Amount Construction/Renovation $392,622 Infrastructure/Site Work 134,350 Machinery & Equipment 85,000 Furniture/Fixtures 35,000 Soft Costs 10,000

Total Project Costs $656,972

Financing Sources Amount Percent Rate ESD-Grant $260,000 39% Bank of America Credit Line 165,000 25% 1.74% Lyons National Bank Credit Line 50,000 8% 4.25% Company Equity 181,972 28%

Total Project Financing $656,972 100% III. Project Description

A. Company

Industry: Hospitality

Company History: The Laurentide Inn was founded in 2018, when the current owners bought the property, and includes seven guest rooms and suites. Prior to the current owners, the location was a bed and breakfast known as The Fox Inn for 28 years.

The Company established Laurentide Beer Company in 2020, which will include a microbrewery and a “Speakeasy” style lounge for guests, tourists, and local residents.

Ownership: The Company is a privately held limited liability company.

Size: Laurentide has one facility and one full-time employee in Penn Yan.

Market: Laurentide serves tourists to the Finger Lakes region, wedding parties, and local residents.

ESD Involvement: The Village of Penn Yan was announced as the winner for Round 3 of the Downtown Revitalization Initiative in October 2018 and included this project as part of its overall plan. This project was selected by the Finger Lakes Regional Economic Development Council for funding in August 2019. An offer of financial assistance from ESD was accepted by the

2 ______Master Page # 184 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Company in March 2020. Without financial assistance, the project would not be economically feasible.

Competition: Competitors include other bed and breakfasts, hotels, and breweries in the Finger Lakes region.

Past ESD Support: This is the Company’s first project with ESD.

B. The Project

Completion: May 2021

Activity: The project includes overall site work improvements and upgrades to the Inn, the addition of a three-barrel microbrewery and tasting room / bar area in the original carriage house and stables and the addition of a “Speakeasy” style lounge in the ground floor of the main building for Inn guests. In addition, Laurentide will build out the outdoor space to allow for private events such as small weddings, rehearsal dinners and acoustic music in the gardens along with turning the driveway that leads on to Maiden Lane into a pedestrian walkway with overhead trellis and a cast iron cate into the property. The vision and concept is to create an inviting entrance viewable to pedestrians that makes guests feel they are entering in through a “secret” entrance.

The main building will continue to operate as a Bed and Breakfast as the Carriage House will be home to Laurentide Beer Company. The project is being completed in four phases:

Phase 1: Renovation of the carriage house to open brewery Phase 2: Outdoor improvements Phase 3: Addition of the “Speakeasy” lounge Phase 4: Improvements to the Inn

The first phase was completed in June 2020. Phases 2 through 4 will be completed by Spring 2021.

Results: The Company anticipates that the addition of the brewery and lounge, as well as the improvements to the outdoor spaces and the Inn itself will draw tourists and local residents to Penn Yan and help to stimulate other Main Street businesses. A natural flow between the Inn, Carriage House and gardens, the entire property will be embraced and included in the experience for guests of The Laurentide Inn and Carriage House. Weekend packages will be developed that would include overnight stays in the Inn and features in the Carriage House such as “Learn to brew with The Laurentide Beer Company Brewers.”

3 ______Master Page # 185 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Since the opening of Laurentide Beer Company in June 2020, the Company has hired 5 part-time employees and anticipates adding 2 full- time positions and 3 part-time positions upon completion of the entire project.

Grantee Contact: Marla Hedworth, Owner 158 Main Street Penn Yan, NY 14527 Phone: (617) 272-0613 E-mail: innkeeper@thelaurentideinn. com

ESD Project No.: 133,161

Project Team: Origination Gregory Albert Project Management Casey Remer Contractor & Supplier Diversity Geraldine Ford Finance Kathleen Uckert Environmental Soo Kang

C. Financial Terms and Conditions

1. Upon execution of the grant disbursement agreement, the Company shall reimburse ESD for all out-of-pocket expenses incurred in connection with the project.

2. The Company will demonstrate no materially adverse changes in its financial condition prior to disbursement.

3. The Company will be required to contribute a minimum of 10% of the total project cost in the form of equity contributed. Equity is defined as cash injected into the project by the Company or by investors, and should be auditable through Company financial statements or Company accounts, if so requested by ESD. Equity cannot be borrowed money secured by the assets in the project.

4. Up to $260,000 will be disbursed to the Grantee in four installments as follows: a) an Initial Disbursement of an amount equal to $129,000 upon documentation of construction/renovation, infrastructure/site work, and furniture/fixtures and equipment project costs totaling $323,000, and completion of Phase 1, the construction of the microbrewery, assuming that all project approvals have been

4 ______Master Page # 186 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 completed and funds are available; b) a Second Disbursement of an amount equal to $51,000 will be disbursed upon documentation of additional construction/renovation, infrastructure/sitework, and furniture/fixtures and equipment project costs of $129,500 (cumulative costs of $452,500) and completion of Phase 2, patio and outdoor improvements, provided Grantee is otherwise in compliance with program requirements; c) a Third Disbursement of an amount equal to $18,000 will be disbursed upon documentation of additional construction/renovation, infrastructure/site work, and furniture/fixtures and equipment project costs totaling $45,000 (cumulative project costs of $497,000) and completion of Phase 3, the addition of the Speakeasy bar, provided Grantee is otherwise in compliance with program requirements; d) a Fourth Disbursement of an amount equal to $62,000 will be disbursed upon documentation of additional construction/renovation, infrastructure/site work, and furniture/fixtures and equipment project costs totaling $158,750 (cumulative costs of $656,972) and completion of Phase 4, upgrades to the Inn, provided Grantee is otherwise in compliance with program requirements.

Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses must be incurred on or after August 12, 2019, to be considered eligible project costs. All disbursements must be requested by April 1, 2022.

5. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $260,000, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Company and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

6. Grant funds will be subject to pro rata recapture if the property at the Project Location is sold within five years of disbursement of funds. The Recapture Amount is based on the time that has lapsed between when the Grant funds were disbursed and when the transfer occurred. The Recapture Amount shall be calculated by aggregating the Recapture Amount for each disbursement of the Grant, which in each instance shall be equal to:

5 ______Master Page # 187 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 (v) 20% of the disbursed amount if the transfer occurred in the fifth full calendar year after the disbursement was made.

D. Labor Peace

Public Authorities Law Section 2879-b prohibits public authorities from providing financing for any project that includes, as one of the principal functions, a hotel with more than fifteen employees unless a labor peace agreement (“LPA”) is entered into with a labor organization representing hotel or convention center employees in the State, for a period of at least five years. An LPA is an agreement between the project developer (or its contractors) and a labor organization prohibiting the labor organization and its members from engaging in labor activities that disrupt the hotel’s operations.

Section 2879-b does not apply to this project because it does not meet the employment threshold.

IV. Statutory Basis – Downtown Revitalization Initiative

The funding was authorized in the 2018-2019 New York State budget and reappropriated in the 2019-2020 and 2020-2021 New York State budgets. No residential relocation is required as there are no families or individuals residing on the site.

V. Environmental Review

Due to the building's status as contributing resource within the Penn Yan Historic District, which is listed in the New York State and National Registers of Historic Places, ESD has confirmed that the project sponsor consulted with the New York State Office of Parks, Recreation and Historic Preservation pursuant to the requirements of Section 14.09 of the New York State Parks, Recreation and Historic Preservation Law (“Section 14.09”). The project is in compliance with Section 14.09.

6 ______Master Page # 188 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 VI. Non-Discrimination and Contractor & Supplier Diversity

ESD’s Non-Discrimination and Contractor & Supplier Diversity policies will apply to this Project. The Recipient shall be required to include minorities and women in any job opportunities created, to solicit and utilize Minority and Women Business Enterprise (MWBEs) for any contractual opportunities generated in connection with the Project and shall be required to use Good Faith Efforts (pursuant to 5 NYCRR §142.8) to achieve an overall MWBE Participation Goal of 30% related to the total value of ESD’s funding.

VII. ESD Employment Enforcement Policy

ESD's Employment Enforcement Policy will not apply since the project will not directly create or retain jobs.

VIII. ESD Financial Assistance Subject to Availability of Funds and Additional Approval

The provision of ESD financial assistance is contingent upon the availability of funds and the approval of the State Division of the Budget.

IX. Additional Submissions to Directors

Resolutions New York State Map Project Finance Memorandum Project Photographs

7 ______Master Page # 189 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 August 20, 2020

Priority Project – Penn Yan (Finger Lakes Region – Yates County) – Laurentide Inn Capital – Downtown Revitilization Initiative (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Laurentide Inn Capital -- Downtown Revitilization Initiative (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Laurentide LLC a grant for a total amount not to exceed Two- Hundred-and-Sixty-Thousand Dollars ($260,000) from the Downtown Revitilization Initiative, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

RESOLVED, that the President and Chief Executive Officer of the Corporation Designate or his designee(s) be, subsequent to the making of the grant, and each of them hereby is, authorized to take such actions and make such modifications to the terms of the grant as he or she may deem necessary or appropriate in the administration of the grant; and be it further

RESOLVED, that the President and Chief Executive Officer Designate or his designee(s) be, and each of them hereby is, authorized in the name and on behalf of the Corporation to execute

______Master Page # 190 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 and deliver any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions.

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______Master Page # 191 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 RIT MAGIC Capital Henrietta Monroe County

Laurentide Inn DRI Round 3 Penn Yan Yates County

______Master Page # 192 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Laurentide Inn Capital

Carriage House Exterior

Carriage House Interior Pre-Renovation

______Master Page # 193 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Carriage House Interior Post-Renovation

______Master Page # 194 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 FOR CONSIDERATION August 20, 2020

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Regional Council Award - Priority Project-Poughkeepsie (Mid-Hudson Region – Dutchess County) – Schatz Bearing Capital – Regional Council Capital Fund (Capital Grant)

REQUEST FOR: Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

General Project Plan

I. Project Summary

Grantee: Schatz Bearing Corporation (“Schatz” or “The Company”)

ESD* Investment: A grant of up to $600,000 to be used for a portion of the costs of machinery and production equipment

* The New York State Urban Development Corporation doing business as Empire State Development “ESD” or the “Corporation”)

Project Location: 10 Fairview Avenue, Poughkeepsie, Dutchess County

Proposed Project: Purchase of production equipment and machinery to increase competitiveness and manufacturing capacity.

Project Type: Business Expansion involving job retention

Regional Council: The Mid-Hudson Regional Economic Development Council has been made aware of this item.

Employment: Initial employment at time of ESD Incentive Proposal: 77 Current employment level: 90 Minimum employment through January 1, 2023: 77

______Master Page # 195 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 II. Project Cost and Financing Sources

Financing Uses Amount Machinery and Equipment $3,015,436

Total Project Costs $3,015,436

Financing Sources Amount Percent Rate/Term/Lien ESD-Grant $600,000 20% Company Equity $2,415,436 80%

Total Project Financing $3,015,436 100%

III. Project Description

A. Company

Industry: Aerospace

Company History: Schatz is an advanced manufacturer which has been supplying precision bearings to the aerospace industry for over 35 years. Schatz manufactures bearings for aerospace, defense, semiconductor, medical, and general industrial applications. Schatz recently received the Boeing Performance Excellence Award. Out of more than 13,000 suppliers, Schatz was one of only 82 companies to receive the highest-level Boeing award. Schatz operates in a single location and employs 77 full time equivalent employees. Schatz has a reputation for excellent quality, service, and delivery. The strengths of Schatz are its responsiveness, cost-effective small lot production, and application engineering support. The goal of Schatz is to give its customers personal service which includes quick and accurate answers to any questions or requests they may have. Schatz takes pride in its straightforward approach, and frequently answers questions much faster than large companies with complex organizations.

Ownership: The Company is a For-Profit, S Corporation.

Size: All facilities are located in Poughkeepsie, NY.

Market: Schatz is located within a Historically Underutilized Business (HUB) Zone in the most distressed area of the City of Poughkeepsie. The existence of Schatz directly contributes to the economic stability of the City of Poughkeepsie’s distressed north side. It also indirectly contributes to the stability of Poughkeepsie's downtown area. Currently, the aerospace industry’s primary focus is cost-cutting. In response, Schatz has been

2 ______Master Page # 196 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 lowering its costs at an accelerating pace utilizing lean principles, automation, and new subcontract suppliers. Since 2003, sales at Schatz have more than tripled. Schatz will continue to be more competitive by lowering our costs, improving quality, and being responsive. All these attributes have led to growth over the last 10 years and will continue to do so in the future.

ESD Involvement: ESD made the Incentive Proposal offer to Schatz on January 2, 2019 and the offer was accepted on January 18, 2019. Schatz's existence directly contributes to the economic stability of the City of Poughkeepsie distressed north side, and indirectly contributes to the stability of Poughkeepsie's downtown area. Schatz has self-funded past improvement projects with good results. However, in the last few years, sales have leveled off. Funding will permit the Company to accelerate its improvement efforts and remain competitive in its industry. Funding will also propel Schatz back on a growth track, allowing the Company to retain and grow high quality local jobs on multiple shifts. Without funding, efforts to accelerate the Company’s improvement might be unsuccessful, which could lead to decline. Maintaining the status quo is not the path to a brighter future. ESD involvement is helping Schatz continue to grow, provide jobs to community residents, and sell award winning products.

Competition: Some competitors of Schatz are RBC Bearings, New Hampshire Ball Bearing, and Timken Aerospace.

Past ESD Support: This is the Company’s first project with ESD.

B. The Project

Completion: July 2020.

Activity: This project consists of three components, which included productivity enhancements, upgrades to existing equipment, and new capabilities. Productivity enhancements will help the Company to lower our costs and be more competitive in the markets we serve. Upgrades to existing equipment will improve the Company’s quality and costs by replacing old systems and worn components with state-of-the-art technology. New capabilities will allow Schatz to expand its product offerings and secure new business. Schatz has purchased over sixty pieces of machinery and production equipment in accordance with this project. Some of the items include a remanufactured internal grinder, which will replace a machine originally built in the 1960’s. The piece of equipment will enable Schatz to undergo remanufacturing process upgrades to state-of-the-art controls, redesigns critical subsystems and restores all surfaces to OEM

3 ______Master Page # 197 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 specifications. The will result in a machine that has faster changeover times, shorter cycle times, and improved tolerances. It will allow Schatz to be much more competitive on larger diameter bearings.

Another piece of production equipment purchased is an Automated induction heat treat system, which will replace an existing system which is approximately 20 years old with manual operation. This machine has all updated technology and robotic operation. Another piece of equipment purchased is an external grinder, which will replace a machine that is over 50 years old. This replacement leads to remanufacturing process upgrades to state-of-the-art controls, redesign of subsystems, and restoration of all surfaces to OEM specs.

Results: Retain 77 existing jobs. The Company has already met its job commitment, having retained 77 jobs.

Business Investment Project: Benefit-Costs Evaluations are used in evaluating projects that are categorized as Business Investment, Infrastructure Investment, and Economic Growth Investment and that involve 1) job retention and/or creation and/or 2) construction-related activity. For Business Investment projects, benefits typically reflect the impact of both jobs and construction-related activity. For Infrastructure Investment and Economic Growth Investment projects, which generate long-term benefits not captured in the period of analysis and may involve no permanent job commitments, the estimated benefits typically reflect only construction-related activity.

Evaluated over a seven-year period, the following are anticipated project impacts (dollar values are present value):

. Fiscal benefits to NYS government from the project are estimated at $2,757,699; . Fiscal cost to NYS government is estimated at $600,000; . Project cost to NYS government per direct job is $9,740; . Project cost to NYS government per job (direct plus indirect) is estimated at $5,494; . Ratio of project fiscal benefits to costs to NYS government is 4.60:1; . Fiscal benefits to all governments (state and local) are estimated at $5,108,027; . Fiscal cost to all governments is $600,000; . All government cost per direct job is $9,740; . All government cost per total job is $5,494;

4 ______Master Page # 198 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 . The fiscal benefit to cost ratio for all governments is 8.51:1; . Economic benefits (fiscal plus total net resident disposable income from project employment) are estimated at $37,055,031, or $339,315 per job (direct and indirect); . The economic benefit to cost ratio is 61.76:1; . Project construction cost is $0, which is expected to generate 0 direct job years and 0 indirect job years of employment; . For every permanent direct job generated by this project, an additional 0.79 indirect jobs are anticipated in the state’s economy; . The payback period for NYS costs is two years.

Grantee Contact: Dr. Stephen Pomeroy, President 10 Fairview Avenue Poughkeepsie, NY 12601 Phone: (845) 452-6000 E-mail: sdepomeroy@schatzbearing. com

ESD Project No.: 132,144

Project Team: Origination Linda Malave Project Management Andrew Oliver Contractor & Supplier Diversity Denise Ross Finance Timothy Anderson Environmental Soo Kang

C. Financial Terms and Conditions

1. Upon execution of the grant disbursement agreement, the Company shall pay a commitment fee of 1% of the $600,000 capital grant ($6,000) and reimburse ESD for all out-of-pocket expenses incurred in connection with the project.

2. The Company will demonstrate no materially adverse changes in its financial condition prior to disbursement.

4. Up to $600,000 will be disbursed to Grantee in a lump sum upon documentation of machinery and equipment project costs totaling $3,000,000 upon completion of the project substantially as described in these materials, and documentation of the

5 ______Master Page # 199 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 employment of at least 77 Full-time Permanent Employees at the Project Location, assuming that all project approvals have been completed and funds are available. Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses must be incurred on or after December 13, 2017, to be considered eligible project costs. All disbursements must be requested by April 1, 2021.

5. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $600,000, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Company and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

6. In consideration for the making of the Grant, Grantee will achieve the Employment Goals set forth in Column B of the table below. If the Full-time Permanent Employee Count for the year prior to the reporting date set forth in Column A of the table below is less than eighty-five percent (85%) of the Employment Goal set forth in Column B (an “Employment Shortfall”), then upon demand by ESD, Grantee shall be obligated to repay to ESD a portion of each disbursement of the Grant, as follows:

6 ______Master Page # 200 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Baseline Employment 77

A B Reporting Date Employment Goals February 1, 2021 77 February 1, 2022 77 February 1, 2023 77 February 1, 2024 77

IV. Statutory Basis – Regional Council Capital Fund

The funding was authorized in the 2018-2019 New York State budget and reappropriated in the 2019-2020, and 2020- 2021 New York State budgets. No residential relocation is required as there are no families or individuals residing on the site.

V. Environmental Review

VI. Non-Discrimination and Contractor & Supplier Diversity

Pursuant to New York State Executive Law Article 15-A, ESD recognizes its obligation under the law to promote opportunities for maximum feasible participation of New York State certified Minority and Women-owned Business Enterprises (MWBEs) in the performance of ESD projects. For purposes of this Project, however, MWBE goals will not be established due to the unavailability of certified MWBEs for performance of this project.

VII. ESD Financial Assistance Subject to Availability of Funds and Additional Approval

The provision of ESD financial assistance is contingent upon the availability of funds and the approval of the State Division of the Budget.

VIII. Additional Submissions to Directors

Resolutions New York State Map Benefit-Cost Analysis Project Finance Memorandum

7 ______Master Page # 201 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 August 20, 2020

Regional Council Award – Priority Project-Poughkeepsie (Mid-Hudson Region – Dutchess County) – Schatz Bearing Capital – Regional Council Capital Fund- (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Schatz Bearing Corporation -- Regional Council Capital Fund (Capital Project) (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, President and Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Schatz Bearing Corporation a grant for a total amount not to exceed Six-Hundred Thousand Dollars ($600,000) from the Regional Council Capital Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

RESOLVED, that the President and Chief Executive Officer Designate or his designee(s) be, and

8 ______Master Page # 202 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 each of them hereby is, authorized in the name and on behalf of the Corporation to execute and deliver any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions.

* * *

9 ______Master Page # 203 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 10 ______Master Page # 204 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Project Summary Benefit-Cost Evaluation1 Schatz Bearing Corporation – Business Investment

Initial Jobs: 77 Construction Job Years (Direct): 0 New Jobs: 0 Construction Job Years (Indirect): 0

Project Results NYS Gov’t. Project Results State & Local Evaluation Statistics NYS Gov’t. Benchmarks2 State & Local Government Government Benchmarks

Fiscal Costs3 $600,000 $794,250 $600,000 $1,020,500 Fiscal Benefits4 $2,757,699 $2,085,600 $5,108,027 $4,271,980

Fiscal Cost /Direct Job $9,740 $3,000 $9,740 $4,110 Fiscal Cost/Total Jobs $5,494 $1,424 $5,494 $1,964 Fiscal B/C Ratio 4.60 7.00 8.51 10.60 Project Benchmarks Results Economic Benefits5 $37,055,031 $119,468,000 Econ. Benefits/Total Jobs $339,315 $147,600 Economic B/C Ratio 61.76 75.00

1 Dollar values are present value calculated over a seven-year period. Separate evaluations are made and reported for New York State government assistance alone and for State and Local government.

3 Fiscal cost includes the value of grants, loans and associated default risks, and discretionary subsidies (such as tax exemptions or abatements on sales, property, and interest income).

______Master Page # 205 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 FOR CONSIDERATION August 20, 2020

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Regional Council Award – Priority Project – Saratoga Springs (Capital Region – Saratoga County) – SPAC Improvement Capital – Regional Council Grant Fund (Capital Grant)

REQUEST FOR: Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions; Determination of No Significant Effect on the Environment

General Project Plan

I. Project Summary

Grantee: Saratoga Performing Arts Center, Inc. (“SPAC” or the “Organization”)

ESD* Investment: A grant of up to $1,000,000 to be used for a portion of the cost of construction and renovations

* The New York State Urban Development Corporation doing business as Empire State Development “ESD” or the “Corporation”)

Project Location: 108 Avenue of the Pines, Saratoga Springs, Saratoga County

Proposed Project: Facility improvements including the demolition of aging structures, infrastructure and landscape improvements, and the construction of a multi-story, year-round events building, concession stalls, restrooms, and security space

Project Type: New Construction and Facility Improvements

Regional Council The project is consistent with the Capital Regional Economic Development Council’s (“CREDC”) strategies of Showcasing Our Beauty by capitalizing on historic arts and cultural attractions, and Preparing for Tomorrow and Opportunity Agenda by increasing access to education and training and advancing the Region’s creative economy.

______Master Page # 206 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 II. Project Cost and Financing Sources

Financing Uses Amount Construction/Renovation $8,226,704 Other (architect/engineering) 470,000

Total Project Costs $8,696,704

Financing Sources Amount Percent ESD-Grant $1,000,000 11% NYS Parks EPF Grant 500,000 6% Organization’s Equity 7,196,704 83%

Total Project Financing $8,696,704 100%

III. Project Description

A. Organization

Industry: Performing Arts

Organization History: Incorporated in 1962, for more than half a century Saratoga Performing Arts Center, Inc. has been a place for the community (local, regional & national) to experience world-class art and great natural beauty. SPAC provides best-in-class arts, cultural and entertainment experiences including Classical, Jazz, Rock and Pop, Americana and World music, Ballet, Modern Dance and Opera.

Over the past few years, SPAC has grown from a world-class performance art venue to an epicenter for community engagement, cultural growth, and educational enrichment, playing a significant role in the development of future artists and arts enthusiasts throughout the entire Capital Region and becoming a magnet for artists beyond the region. By expanding its programming, SPAC has been able to promote diversity and serve as a cultural home for the ever-increasing international workforce employed in the Capital Region, helping attract regional businesses and retain the talented individuals they need to flourish.

SPAC’s education and outreach programs partner with more than 120 local schools and non-profit organizations, offer more than 400 classes, presentations, performances and events, and reach more than 50,000 diverse and often underserved young people each year. Each year, SPAC’s “Festival of Young Artists” gives a platform for self-expression to more than 450 young dancers, musicians, singers, poets, and visual artists

2 ______Master Page # 207 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 from all over the Capital Region. The “Classical Kids” program brings professional dancers and musicians into 50 middle schools in, offering more than 12,000 students an introduction to the classical arts, complemented with free admission to ballet and orchestra performances at SPAC until the participating students graduate from high school. SPAC’s “Summer Nights at SPAC” program partners with non-profit youth and family service organizations to offer free transportation, food, and performance tickets to hundreds of Schenectady residents who would not otherwise have the opportunity to attend and experience classical dance and music performances.

Ownership: SPAC is a 501 C-3 charitable organization directed by a Board of Directors elected by the organization’s membership.

Size: All facilities are located in Saratoga Springs, New York.

Market: SPAC serves more than 500,000 people annually.

ESD Involvement: After more than 50 years of continued service, the venue’s outdated and failing infrastructure required significant investment in order to renovate and expand the facilities for the basic usability and safety of its guests. This project was designed to replace the concession area rest rooms which were operating at only 60% of capacity because parts for the aged plumbing are difficult to obtain, and access to the infrastructure in its current configuration is limited. The semi-permanent tented structures comprising the concession plaza presented a genuine security risk as they were difficult to adequately secure. The former concessions plaza area was poorly designed, leading to long lines and negative patron experiences. Further, the existing plaza, which consisted of a mixture of brick, metal and tent structures was inconsistent with the aesthetics of the park surroundings. As a result of these issues, SPAC applied to Round 8 of the Consolidated Funding Application (“CFA”) for financial assistance to support the investment of facility upgrades. The proposal was identified by the CREDC as a Priority Project, and as a result of the Governor’s Regional Economic Development Council Initiative, SPAC was awarded a $1,000,000 grant to assist with this project. Without ESD’s assistance, this project would not have been feasible.

Competition: N/A

Past ESD Support: This is the Organization’s first project with ESD.

3 ______Master Page # 208 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 B. The Project

Completion: June 2020

Activity: The project replaced the existing concession area and guest restroom facilities located at the center of the SPAC grounds. The former concessions plaza consisted of a large brick and mortar building that housed outdated restroom facilities, as well as two separate, semi- permanent tent structures. These facilities were located directly between the amphitheater and a new gate that had been built to facilitate emergency exit from the venue. The semi-permanent tent-like structures were difficult to secure adequately, and the restroom facilities were substandard. The former facilities have been removed, and in its place, two new buildings and an open-air covered pavilion have been constructed.

The main building totals 32,000 square feet and is two floors. The second floor is a year-round meeting, education and gathering space, accompanied by additional outdoor terrace space available during good weather. This space provides SPAC with the ability to expand its educational programs, community outreach and audience development initiatives. The ground floor of the building houses concession facilities, office and storage space to be used by SPAC and during events by its partners at Live Nation and Legends Hospitality. The number of guest restroom at the facility is now 197, which is more than double the total that previously existed in the previous structures. The second building is a smaller, 3,900 square foot single story structure that will house additional concessions and guest restrooms for patrons to use.

The two buildings described above are separated by approximately 100 yards, and a new open-air pavilion (3,200 square feet) is placed between the two. This covered structure provides SPAC with the ability to schedule events without regard to the weather during the Spring, Summer and Fall, allowing them to expand educational, community outreach and audience development programs.

At the time of the application the project budget was originally $5,515,527. SPAC, in partnership with the venue promotor invested over $8,600,000 on the project further enhancing the functionality and visitor experience.

Results: The project will lead to increased visitors to Saratoga Spa State Park, increased employment and expanded education, audience development and community outreach programs benefitting diverse and underserved

4 ______Master Page # 209 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 populations. This project will enhance the guest experience and allow SPAC to increase attendance and hold events in its typical off season.

Grantee Contact: Jay Lafond, Chief Financial Officer Saratoga Performing Arts Center 108 Avenue of the Pines Saratoga Springs, New York 12866 Phone: 518-584-9330 E-mail: jlafond@spac. org

ESD Project No.: 132,449

Project Team: Origination Heidi Pasos Project Management Chelsey Watroba Contractor & Supplier Diversity Danielle Adams Finance Kathleen Uckert Environmental Soo Kang

C. Financial Terms and Conditions

1. Upon execution of the grant disbursement agreement, the Organization shall pay a commitment fee of 1% of the $1,000,000 capital grant ($10,000) and reimburse ESD for all out-of-pocket expenses incurred in connection with the project.

2. The Organization will demonstrate no materially adverse changes in its financial condition prior to disbursement.

3. The Organization will be required to contribute a minimum of 10% of the total project cost in the form of equity contributed after the Organization’s acceptance of ESD’s offer. Equity is defined as cash injected into the project by the Organization or by investors and should be auditable through Organization financial statements or Organization accounts, if so requested by ESD. Equity cannot be borrowed money secured by the assets in the project.

4. Up to $1,000,000 will be disbursed to Grantee in lump sum upon documentation of construction/renovation and architectural/engineering project costs totaling $5,515,527, upon completion of the project substantially as described in these materials, as evidenced by a certificate of occupancy, and assuming that all project approvals have been completed and funds are available. Payment will be made upon

5 ______Master Page # 210 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses must be incurred on or after December 18, 2018, to be considered eligible project costs. All disbursements must be requested by April 1, 2022.

5. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $1,000,000, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Organization and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

IV. Statutory Basis

V. Environmental Review

The New York State Office of Parks, Recreation and Historic Preservation, as lead agency, has completed an environmental review of the project pursuant to the requirements of the State Environmental Quality Review Act and the implementing regulations of the New York State Department of Environmental Conservation. This review found the project to be a Type I Action, OR an Unlisted Action, which would not have a significant effect on the environment. The lead agency issued a Negative Declaration on July 1, 2019. ESD staff reviewed the Negative Declaration and supporting materials and concurs. It is recommended that the Directors make

6 ______Master Page # 211 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 a Determination of No Significant Effect on the Environment.

Due to the site’s location within the Saratoga Spa State Park District, which is listed in the New York State and National Registers of Historic Places, ESD has confirmed that the project sponsor consulted with the New York State Office of Parks, Recreation and Historic Preservation pursuant to the requirements of Section 14.09 of the New York State Parks, Recreation and Historic Preservation Law. No further consultation is required.

VI. Non-Discrimination and Contractor & Supplier Diversity

VII. ESD Employment Enforcement Policy

ESD's Employment Enforcement Policy will not apply since the project will not directly create or retain jobs.

VIII. ESD Financial Assistance Subject to Availability of Funds and Additional Approval

The provision of ESD financial assistance is contingent upon the availability of funds and the approval of the State Division of the Budget.

IX. Additional Submissions to Directors

Resolutions New York State Map Project Finance Memorandum Project Photographs

7 ______Master Page # 212 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 August 20, 2020

Regional Council Award – Priority Project – Saratoga Springs (Capital Region – Saratoga County) – SPAC Improvement Capital – Regional Council Grant Fund (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the SPAC Improvement Project -- Regional Council Grant Fund (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Saratoga Performing Arts Center, Inc. a grant for a total amount not to exceed One Million Dollars ($1,000,000) from the Regional Council Grant Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

______Master Page # 213 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 RESOLVED, that the President and Chief Executive Officer Designate or his designee(s) be, and each of them hereby is, authorized in the name and on behalf of the Corporation to execute and deliver any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions.

* * *

______Master Page # 214 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 August 20, 2020

Regional Council Award – Priority Project – Saratoga Springs (Capital Region – Saratoga County) – SPAC Improvement Capital – Regional Council Grant Fund (Captial Grant)– Determination of No Significant Effect on the Environment

RESOLVED, that based on the material submitted to the Directors with respect to the SPAC Improvement Capital the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *

______Master Page # 215 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 «Project_Name» «Project_Town» «Project_County» County

SPAC Improvement Capital Saratoga Springs Saratoga County

______Master Page # 216 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 SPAC Improvement Capital Project

______Master Page # 217 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 SPAC Improvement Capital Project

______Master Page # 218 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 FOR CONSIDERATION August 20, 2020

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Endicott and Johnson City (Southern Tier Region – Broome County) – AgZeit Capital – Upstate Revitalization Initiative - Greater Binghamton Fund (Capital Grant)

REQUEST FOR: Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

General Project Plan

I. Project Summary

Grantee: AgZeit, LLC (“AgZeit” or the “Company”)

ESD* Investment: A grant of up to $1,949,000 to be used for a portion of the cost of machinery and equipment purchases

* The New York State Urban Development Corporation doing business as Empire State Development (“ESD” or the “Corporation”)

Project Locations: 303/305 West Main Street, Endicott, Broome County 272 Main Street, Johnson City, Broome County

Proposed Project: Acquire and equip two properties, a 12,500-square-foot building in Endicott and a 20,000-square-foot building in Johnson City, to develop indoor growing operations, retaining and creating jobs

Project Type: Business expansion involving job retention and creation

Regional Council: The Southern Tier Regional Council has been made aware of this item. The project is consistent with the Southern Tier Regional Economic Development Council’s Plan, Southern Tier Soaring, to build the Greater Binghamton Innovation Ecosystem by investing in one of three Innovation Districts in the Greater Binghamton area.

______Master Page # 219 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Employment: Initial employment at time of Application to ESD: 5 Current employment level: 5 Minimum employment on January 1, 2022: 88*

*New employees cannot be transferred from other NYS locations

II. Project Cost and Financing Sources

Financing Uses Amount Real Estate $1,176,000 Machinery and Equipment 9,502,598 Furniture, Fixtures, and Equipment 785,000 Other (Training Program) 278,000

Total Project Costs $11,741,598

Financing Sources Amount Percent Rate/Term/Lien ESD-Grant $1,949,000 17% 24:45 Organics 100,000 1% Loan – Tioga State Bank 363,750 3% 4.75%/20 years/first Company Equity 9,328,848 79%

Total Project Financing $11,741,598 100%

III. Project Description

A. Company

Industry: Indoor agriculture

Company History: AgZeit is a sustainable indoor agriculture company that grows organic produce and hemp year-round using 24:45 Organics indoor grow rack technology. The Company was founded in 2017 by Jim Dutcher at the Tiger Ventures/LWW incubator at the Linnaeus W. West School Innovative High School of the Union Endicott School District. Mr. Dutcher developed his expertise in indoor agriculture while working with multiple agriculture startups at SUNY Cobleskill.

Ownership: AgZeit is privately owned by Jim Dutcher, Andy Maslin, Brooks Washburn, and Todd Bard, each with a 25% ownership stake in the Endicott location. Jim Dutcher serves as Chief Executive Officer and General Manager, and Andy Maslin serves as the Chief Agriculture Officer.

Size: All facilities are located in Broome County, NY.

2 ______Master Page # 220 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Market: AgZeit sells its produce both directly to consumers and to distributors, such as local grocery stores. The hemp products are sold directly to local processors.

ESD Involvement: AgZeit conceived of a plan to grow its business by purchasing and equipping two new spaces, one in Johnson City and one in Endicott, in 2017. In early 2018, the Company applied for funds from the Greater Binghamton Fund to close a funding gap that was preventing the project from moving forward. In September 2017, the Company was offered an award of $1,949,000 from the Upstate Revitalization Initiative program to complete the project, which the Company accepted in January 2020. ESD funds are critical to the success of the project.

Competition: As an indoor agriculture company, AgZeit considered locating anywhere in the United States with less than a year-round growing season, which would enable the Company to successfully compete with local and national farms.

Past ESD Support: This is the Company’s first project with ESD.

B. The Project

Completion: June 2021

Activity: The Company will purchase and equip two buildings, a 12,500-square- foot building in Endicott and a 20,000-square-foot building in Johnson City. Machinery and equipment purchased for this project will include indoor grow units made by 2445 Organics with automation add-on kits developed in partnership with Binghamton University. These kits automate lighting and watering and lead to increased efficiency in the growing process. The Company will also develop a high school training program to provide students with experiential, project-based learning, preparing students for careers in both agriculture and business. The facilities will support year-round demand for local produce and hemp plants.

Results: Retain 5 existing jobs and create 83 new jobs.

3 ______Master Page # 221 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Economic Growth Investment projects, which generate long-term benefits not captured in the period of analysis and may involve no permanent job commitments, the estimated benefits typically reflect only construction-related activity.

Evaluated over a seven-year period, the following are anticipated project impacts (dollar values are present value):

 Fiscal benefits to NYS government from the project are estimated at $2,123,897;  Fiscal cost to NYS government is estimated at $1,949,000;  Project cost to NYS government per direct job is $37,992;  Project cost to NYS government per job (direct plus indirect) is estimated at $24,783;  Ratio of project fiscal benefits to costs to NYS government is 1.09:1;  Fiscal benefits to all governments (state and local) are estimated at $3,723,462;  Fiscal cost to all governments is $1,949,000;  All government cost per direct job is $37,992;  All government cost per total job is $24,783;  The fiscal benefit to cost ratio for all governments is 1.91:1;  Economic benefits (fiscal plus total net resident disposable income from project employment) are estimated at $24,326,052, or $309,324 per job (direct and indirect);  The economic benefit to cost ratio is 12.48:1;  Project construction cost is $0, which is expected to generate 0 direct job years and 0 indirect job years of employment;  For every permanent direct job generated by this project, an additional 0.54 indirect jobs are anticipated in the state’s economy;  The payback period for NYS costs is six years.

See Project Summary Benefit-Cost Evaluation (attached) for detail and definitions.

Grantee Contact: James Dutcher, Owner P.O. Box 7422 Endicott, NY 13761-7422 Phone: (607) 760-7455 E-mail: james.dutcher@agzeit. com

ESD Project No.: 132,278

4 ______Master Page # 222 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Project Team: Origination Donna Howell Project Management Sarah Glose Contractor & Supplier Diversity Jordan Lopez Finance Christina Choi Environmental Soo Kang

C. Financial Terms and Conditions

1. Upon execution of the grant disbursement agreement, the Company shall pay a commitment fee of 1% of the $1,949,000 capital grant ($19,490) and reimburse ESD for all out-of-pocket expenses incurred in connection with the project.

2. The Company will demonstrate no materially adverse changes in its financial condition prior to disbursement.

3. Jim Dutcher and Brooks Washburn will guarantee the grant repayment obligation of AgZeit, LLC in the event of an Employment Shortfall or other default, as defined in these materials or the Grant Disbursement Agreement.

4. The Company will be required to contribute a minimum of 10% of the total project cost in the form of equity contributed after ESD’s announcement of the project. Equity is defined as cash injected into the project by the Company or by investors, and should be auditable through Company financial statements or Company accounts, if so requested by ESD. Equity cannot be borrowed money secured by the assets in the project or grants from a government source.

5. Prior to disbursement, the Company must employ at least the number of Full-time Permanent Employees set forth as the Baseline Employment in the table below. A Full- time Permanent Employee shall mean (a) a full-time, permanent, private-sector employee on the Grantee’s payroll, who has worked at the Project Location for a minimum of thirty-five hours per week for not less than four consecutive weeks and who is entitled to receive the usual and customary fringe benefits extended by Grantee to other employees with comparable rank and duties; or (b) two part-time, permanent, private-sector employees on Grantee’s payroll, who have worked at the Project Location for a combined minimum of thirty-five hours per week for not less than four consecutive weeks and who are entitled to receive the usual and customary fringe benefits extended by Grantee to other employees with comparable rank and duties.

6. Up to $1,949,000 will be disbursed to the Grantee for eligible expenses as follows:

a) Up to 50% of the grant ($974,500) will be disbursed to Grantee for eligible expenses no more frequently than quarterly and in proportion to ESD’s funding share for this portion of the grant (approximately an 8% funding share), for real estate acquisition, machinery and equipment, furniture fixtures and equipment, and

5 ______Master Page # 223 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 training costs, and documentation of the employment of at least 5 Full-time Permanent Employees in New York States, assuming that all project approvals have been completed and funds are available. The final 10% of this portion of the grant ($97,450) will be disbursed upon completion the project, as evidenced by a Certificate of Occupancy for both Project Locations; b) a Second Disbursement of an amount equal to 50% of the grant ($974,500) will be disbursed upon documentation of the employment of at least 88 Full-time permanent employees in New York State, including 83 new Full-time permanent employees at the Project Locations, provided Grantee is otherwise in compliance with program requirements.

Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses must be incurred on or after September 25, 2018 to be considered eligible project costs. All disbursements must be requested by April 1, 2022.

7. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $1,949,000, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Company and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

8. In consideration for the making of the Grant, Grantee will achieve the Employment Goals set forth in Column B of the table below. If the Full-time Permanent Employee Count for the year prior to the reporting date set forth in Column A of the table below is less than eighty-five percent (85%) of the Employment Goal set forth in Column B (an “Employment Shortfall”), then upon demand by ESD, Grantee shall be obligated to repay to ESD a portion of each disbursement of the Grant, as follows:

6 ______Master Page # 224 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 The Grantee’s number of Full-time Permanent Employees shall be deemed to be the greater of the number as of the last payroll date in the month of December for such year or the average employment for the 12 month period computed by quarter.

Baseline Employment 5

A B Reporting Date Employment Goals February 1, 2021 5+X February 1, 2022 5+X February 1, 2023 5+X February 1, 2024 5+X February 1, 2025 5+X

X = Grantee's Employment Increment that will be the basis of the Second Disbursement of the Grant as described in section C.5 above (i.e. X=83, and Employment Goals shall equal [5 + X = 88] if the Second Disbursement is made, in the year such disbursement is made and for each year thereafter). If the Second Disbursement has not yet been made then X=0.

IV. Statutory Basis Upstate Revitalization Initiative

V. Environmental Review

VI. Non-Discrimination and Contractor & Supplier Diversity

ESD’s Non-Discrimination and Contractor & Supplier Diversity policies will apply to this Project. The Organization/Recipient shall be required to include minorities and women in any job opportunities created, to solicit and utilize Minority and Women Business Enterprises (MWBEs) for any contractual opportunities generated in connection with the Project and shall be required to use Good Faith Efforts (pursuant to 5 NYCRR §142.8) to achieve an overall MWBE Participation Goal of 30% related to the total value of ESD’s funding.

7 ______Master Page # 225 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 VII. ESD Financial Assistance Subject to Availability of Funds and Additional Approval

The provision of ESD financial assistance is contingent upon the availability of funds and the approval of the State Division of the Budget.

VIII. Additional Submissions to Directors

Resolutions New York State Map Benefit-Cost Analysis Project Finance Memorandum

8 ______Master Page # 226 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 August 20, 2020

Endicott and Johnson City (Southern Tier Region – Broome County) – AgZeit Capital – Upstate Revitalization Initiative - Greater Binghamton Fund (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the AgZeit Capital -- Upstate Revitalization Initiative - Greater Binghamton Fund (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to AgZeit, LLC a grant for a total amount not to exceed One Million, Nine Hundred and Forty-Nine Thousand Dollars ($1,949,000) from the Upstate Revitalization Initiative - Greater Binghamton Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

RESOLVED, that the President and Chief Executive Officer Designate or his designee(s) be, and each of them hereby is, authorized in the name and on behalf of the Corporation to execute and

______Master Page # 227 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 deliver any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions.

* * *

______Master Page # 228 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 «Project_Name» «Project_Town» «Project_County» County

AgZeit Capital Village of Johnson City and Village of Endicott Broome County

______Master Page # 229 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Project Summary Benefit-Cost Evaluation1 AgZeit, LLC – Business Investment

Initial Jobs: 5 Construction Job Years (Direct): 0 New Jobs: 83 jobs over five years Construction Job Years (Indirect): 0

Project Results NYS Gov’t. Project Results State & Local Evaluation Statistics NYS Gov’t. Benchmarks2 State & Local Government Government Benchmarks

Fiscal Costs3 $1,949,000 $794,250 $1,949,000 $1,020,500 Fiscal Benefits4 $2,123,897 $2,085,600 $3,723,462 $4,271,980

Fiscal Cost /Direct Job $37,992 $3,000 $37,992 $4,110 Fiscal Cost/Total Jobs $24,783 $1,424 $24,783 $1,964 Fiscal B/C Ratio 1.09 7.00 1.91 10.60 Project Benchmarks Results Economic Benefits5 $24,326,052 $119,468,000 Econ. Benefits/Total Jobs $309,324 $147,600 Economic B/C Ratio 12.48 75.00

1 Dollar values are present value calculated over a seven-year period. Separate evaluations are made and reported for New York State government assistance alone and for State and Local government.

3 Fiscal cost includes the value of grants, loans and associated default risks, and discretionary subsidies (such as tax exemptions or abatements on sales, property, and interest income).

______Master Page # 230 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 FOR CONSIDERATION August 20, 2020

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Regional Council Award – Priority Project – Binghamton (Southern Tier Region – Broome County) – Calice Advanced Manufacturing Center Capital – Regional Council Capital Fund (Capital Grant)

REQUEST FOR: Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

General Project Plan

I. Project Summary

Grantee: Broome Community College (“SUNY Broome” or the “College”)

ESD* Investment: A grant of up to $330,000 to be used for a portion of the cost of construction, renovations and the purchase of machinery and equipment

* The New York State Urban Development Corporation doing business as Empire State Development (“ESD” or the “Corporation”)

Project Location: 907 Upper Front Street, Binghamton, Broome County

Proposed Project: Renovate and equip an existing campus building to establish a state-of- the-art manufacturing training facility and training program

Project Type: Renovation of a community college facility

Regional Council: The project is consistent with Southern Tier Regional Economic Development Council’s (“STREDC”) Strategic Plan to support advanced manufacturing within the region. Dr. Kevin Drumm, President of Broome Community College is a co-chair of the Southern Tier Regional Economic Development Council. In conformance with the State’s policy, this individual has recused himself on votes recommending this project.

______Master Page # 232 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 II. Project Cost and Financing Sources

Financing Uses Amount Construction/Renovation $7,379,447 Equipment and Machinery 1,733,282 Architectural/Engineering/Soft Costs 924,811 Furniture & Fixtures 245,040

Total Project Costs $10,282,580

Financing Sources Amount Percent ESD-Grant $330,000 3% Broome County Community College Foundation* 1,030,000 10% Dormitory Authority of the State of New York (DASNY) - State University Construction Fund 4,300,000 42% SUNY2020 Grant 2,781,892 27% New York State Energy Research and Development Authority (NYSERDA) 905,000 9% Broome County 925,000 9% AMETEK Foundation 10,000 >1%

Total Project Financing $10,282,580 100%

* Equity to be provided by contribution from Broome County Community College Foundation

III. Project Description

A. Company

Industry: Higher Education

Grantee History: SUNY Broome is a State University of New York two-year college in Broome County, New York. Broome Community College was founded in 1946 when the state legislature agreed to establish five institutes of arts and sciences – in Binghamton, Buffalo, Utica, White Plans and New York City – for an experimental five-year period. SUNY Broome became an official community college in 1953, when the Broome County Board of Supervisors voted to accept the Community College Plan.

Ownership: SUNY Broome is supervised by the State University of New York, sponsored by Broome County, New York, and governed by a Board of Trustees.

2 ______Master Page # 233 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Size: The SUNY Broome campus consists of 17 buildings, totaling 605,000 square feet. 6,771 students were enrolled as of the fall 2019 semester. All facilities are located in Broome County.

Market: N/A

ESD Involvement: SUNY Broome conceived of a plan to transform their existing Mechanical Building on campus into a state-of-the-art to support STEM programs of study, especially engineering and advanced manufacturing. In 2016, the College requested assistance from ESD through Round 6 of the Consolidated Funding Application process to bridge a funding gap that prevented the College from moving forward with the project. The College was awarded $330,000 through the Regional Council Capital Fund. Without ESD assistance, it is unlikely the second phase of the project would move forward.

Competition: N/A

Past ESD Support: Funding for the past five years to the Grantee is summarized in the following chart:

Date Start Date End Program Project # Amount (ESD Directors’ (Project Completion: Purpose Approval Date) Contract Expiration)

Capital – Machinery Regional Council Y670 $150,000 January 21, 2016 December 31, 2021 and Equipment Capital Fund - RC 2 purchase

B. The Project

Completion: August 2018

Activity: The College completed capital renovations to an existing campus building and purchased equipment to establish a state-of-the-art manufacturing training facility, the Calice Advanced Manufacturing Center. The project involves upgrading equipment, laboratories, classrooms and simulation environments.

Results: The renovations enable new training programs and curriculums to be added to the College’s offerings.

3 ______Master Page # 234 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Economic Growth Investment Project: No Benefit-Cost Analysis (“BCA”) is required since these projects generate long-term benefits not captured in the short-term period used for the BCA and may involve no permanent job commitments.

Grantee Contact: Dr. Kevin E. Drumm, President P.O. Box 1017 Binghamton NY 13902-1017 Phone: (607) 778-5100 E-mail: drummke@sunybroome. edu

ESD Project No.: AB636

Project Team: Origination Donna Howell Project Management Sarah Glose Contractor & Supplier Diversity Jordan Lopez Finance Christina Choi Environmental Soo Kang

C. Financial Terms and Conditions

1. Upon execution of the grant disbursement agreement, the College shall pay a commitment fee of 1% of the $330,000 capital grant ($3,300) and reimburse ESD for all out-of-pocket expenses incurred in connection with the project.

2. The College will demonstrate no materially adverse changes in its financial condition prior to disbursement.

3. The College will be required to contribute a minimum of 10% of the total project cost in the form of equity contributed after ESD’s announcement of the project. Equity is defined as cash injected into the project by the College or by investors, and should be auditable through College financial statements or College accounts, if so requested by ESD. Equity cannot be borrowed money secured by the assets in the project.

4. Up to $330,000 will be disbursed to the Grantee in lump sum upon documentation of renovation and machinery and equipment project costs totaling $10,282,580, and upon completion of the project substantially as described in these materials, as evidenced by a certificate of occupancy, assuming that all project approvals have been completed and funds are available and provided Grantee is otherwise in compliance with program requirements.

Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses must be incurred on or after December 8, 2016, to be considered eligible project costs. All disbursements must be requested by April 1, 2022.

4 ______Master Page # 235 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 5. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $330,000, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Company and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

IV. Statutory Basis – Regional Council Capital Fund

The funding was authorized in the 2016-2017 New York State budget and reappropriated in the 2017-2018, 2018-2019, 2019-2020, an 2020-2021 New York State budget. No residential relocation is required as there are no families or individuals residing on the site.

V. Environmental Review

VI. Non-Discrimination and Contractor & Supplier Diversity

5 ______Master Page # 236 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 required to use Good Faith Efforts (pursuant to 5 NYCRR §142.8) to achieve an overall MWBE Participation Goal of 30% related to the total value of ESD’s funding.

VII. ESD Employment Enforcement Policy

ESD's Employment Enforcement Policy will not apply since the project will not directly create or retain jobs.

VIII. ESD Financial Assistance Subject to Availability of Funds and Additional Approval

The provision of ESD financial assistance is contingent upon the availability of funds and the approval of the State Division of the Budget.

IX. Additional Submissions to Directors

Resolutions New York State Map Project Finance Memorandum Project Photographs

6 ______Master Page # 237 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 August 20, 2020

Regional Council Award – Priority Project – Binghamton (Southern Tier Region – Broome County) – Calice Advanced Manufacturing Center Capital – Regional Council Capital Fund (Capital) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Calice Advanced Manufacturing Center Capital -- Regional Council Capital Fund (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Broome Community College a grant for a total amount not to exceed Three Hundred And Thirty Thousand Dollars ($330,000) from the Regional Council Capital Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

RESOLVED, that the President and Chief Executive Officer or his designee(s) be, and each of them

______Master Page # 238 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 hereby is, authorized in the name and on behalf of the Corporation to execute and deliver any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions.

* * *

______Master Page # 239 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 «Project_Name» «Project_Town» «Project_County» County

BCC - Calice Advanced Manufacturing Center Capital City of Binghamton Broome County

______Master Page # 240 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Calice Advanced Manufacturing Center Capital

Project During Construction

Project After Photos: Aerial

______Master Page # 241 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Calice Advanced Manufacturing Center Capital

Outside

Inside Classroom Space

Indoor Lab Space

______Master Page # 242 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 FOR CONSIDERATION August 20, 2020

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Regional Council Award – Long Island City (New York City Region – Queens County) – NYSDEC Dredge Team and Study Working Capital – Port Authority Bi-State Dredge Fund (Working Capital Grant)

REQUEST FOR: Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Make a Grant and to Take Related Actions

I. Project Summary

Grantee: New York State Department of Environmental Conservation (“DEC” or the “Agency”)

ESD* Investment: A grant of up to $1,388,988 to be used for a portion of the cost of Dredge Team staffing costs and beneficial reuse pilot study costs

* The New York State Urban Development Corporation doing business as Empire State Development (“ESD” or the “Corporation”)

Project Location: 47-40 21st Street, Long Island City, Queens County

Proposed Project: Staffing costs to support the retention of a two-member interdisciplinary team through SFY 2024, in addition to the development of a dredged material beneficial use pilot study

Project Type: Working Capital

Regional Council: The New York City Regional Economic Development Council has been made aware of this item. The project is consistent with the New York City Regional Economic Development Council Plan to ensure that all state residents have equal protection from environmental harms and risks.

______Master Page # 243 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 II. Project Cost and Financing Sources

Financing Uses Amount Staffing Costs $988,988 Beneficial Use Pilot Study 400,000

Total Project Costs $1,388,988

Financing Sources Amount Percent ESD Grant 1,388,988 100%

Total Project Financing $1,388,988 100% III. Project Description

A. Agency

Industry: Environmental Protection

Agency History: The New York State Department of Environmental Conservation is the regulatory agency for environmental issues in New York State. The Agency’s mission is to conserve, improve and protect New York's natural resources and environment and to prevent, abate and control water, land and air pollution, in order to enhance the health, safety and welfare of the people of the state and their overall economic and social well-being.

Ownership: The New York State Department of Environmental Conservation is a NYS regulatory agency.

ESD Involvement: In 1996, the Port Authority of New York and New Jersey (“PA NY&NJ”) allocated $130 million to fund the Governor’s Joint Dredging Plan (the “Plan”), with $65 million allocated for dredging and harbor related projects to each of the States of New York and New Jersey. The Plan was developed with two major objectives, namely promotion of an increased level of certainty and predictability in the dredging project review process and dredged material management and the facilitation of effective long- term environmentally sound management strategies for addressing dredging and disposal needs for the region.

ESD was designated as the New York entity to approve funding allocated to New York pursuant to the Plan. In November 1997, ESD entered into an agreement with the PANY&NJ (including all amendments thereto, the “Agreement”), wherein the PANY&NJ agreed to provide up to $65 million for program eligible work (“Dredging Funds”) to be agreed upon by ESD and the PANY&NJ related to the dredging and disposal of dredged material and related projects including sediment testing, development of

2 ______Master Page # 244 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 contaminant identification technology, material management initiatives and pollution prevention and navigation studies.

In July 2008, ESD and PANY&NJ agreed to modify the terms of the Agreement with respect to project selection and funding. The modification broadened the scope of eligible work to include the use of Dredging Funds for waterfront economic development and job retention projects at PANY&NJ facilities.

In October 2019, DEC requested financial assistance to support the retention of a two-member interdisciplinary team through SFY 2024, in addition to the development of a dredged material beneficial use pilot study. These initiatives are supported under the Agreement, which states in part: "The States commit to implementation of the Harbor Estuary plan as it relates to the study of sediment contaminants, the identification and elimination of the sources of contamination of harbor sediments, the remediation of contaminated areas, and the pursuit and sanction of polluting entities." The project was selected for funding by ESD in March 2020, and DEC accepted ESD’s offer of assistance in April 2020. Without financial assistance from ESD, this project would not have been feasible.

Past ESD Support: This is the Agency’s first project with ESD in the last five years.

B. The Project

Completion: March 2024

Activity: The Agency will retain a two-member inter-disciplinary team (the “Team”) to work exclusively on dredging and dredged material management activities in DEC’s Region 2 (New York City). The Team will be comprised of two staff; one in the Division of Environmental Permits, and one in the Division of Marine Resources. The Team will be overseen by the Regional Director, with day-to-day management provided by the Regional Permit Administrator and the Regional Supervisor of Natural Resources. The Marine Resources staff member will oversee the further development of the dredged material beneficial use pilot study.

Results: The Agency will develop a feasibility assessment examining the beneficial reuse of dredged material in an existing subaqueous borrow pit, located in the New York Harbor. DEC will also participate with harbor stakeholders in the identification, development, and implementation of economically feasible, environmentally sustainable, dredge material management sites, technologies, and methodologies.

3 ______Master Page # 245 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Infrastructure Investment Project: No Benefit-Cost Analysis (“BCA”) is required since these projects generate long-term benefits not captured in the short-term period used for the BCA and may involve no permanent job commitments.

Grantee Contact: Steve Zahn, Regional Director, Region 2 NYC 47-40 21st Street Long Island City, NY 11101 Phone: (718) 482-4949 E-mail: [email protected]. gov

ESD Project No.: 133,706

Project Team: Origination Victoria Majchrzak Project Management Jay Vido Finance Rob Kwon Contractor & Supplier Diversity Danah Alexander Environmental Soo Kang

C. Financial Terms and Conditions

1. Funds will be advanced to the Agency, no more frequently than annually, in four installments totaling $1,348,988 based on the Agency’s anticipated cash flow projection, with the initial installment to be advanced upon execution of the Grant Disbursement Agreement. Advances may be requested annually for up to three additional years, upon submission of documentation of Eligible Expenses (personal and non-personal services, including salaries, fringe benefits, materials, travel, and consultant services) for the previous advance. Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. The final 10% of the grant for the study ($40,000) will be disbursed upon completion of the study, as evidenced by submitting a copy of the study and other supporting documentation. Any unexpended funds must be returned to ESD, or remain with ESD, to be credited back to the Dredging Fund. Expenses must be incurred on or after April 16, 2020, to be considered eligible project costs. All disbursements must be requested by April 1, 2025.

2. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $1,388,988, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Agency and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

4 ______Master Page # 246 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 IV. Environmental Review

V. Non-Discrimination and Contractor & Supplier Diversity

ESD’s Non-Discrimination and Contractor & Supplier Diversity policies will apply to this Project. The Grantee shall be required to include minorities and women in any job opportunities created, to solicit and utilize certified Minority-and Women-owned Business Enterprises (“MWBEs”) for any contractual opportunities generated in connection with the Project and shall be required to use Good Faith Efforts (pursuant to 5 NYCRR §142.8) to achieve an overall Minority and Women Business Enterprise (“MWBE”) participation goal of 30% related to the total value of the qualifying expenditures totaling $400,000. The MWBE participation in relation to ESD funding shall be no less than $120,000.

VI. ESD Employment Enforcement Policy

ESD's Employment Enforcement Policy will not apply since the project will not directly create or retain jobs.

VII. ESD Financial Assistance Subject to Availability of Funds and Additional Approval

The provision of ESD financial assistance is contingent upon the availability of funds and the approval of the State Division of the Budget.

VIII. Additional Submissions to Directors

Resolutions New York State Map

5 ______Master Page # 247 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 August 20, 2020

Regional Council Award – Long Island City (New York City Region – Queens County) – NYSDEC Dredge Team and Study Working Capital – Port Authority Bi-State Dredge Fund (Working Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the NYSDEC Dredge Team and Study Working Capital -- Port Authority Bi-State Dredge Fund (Working Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to New York State Department of Environmental Conservation a grant for a total amount not to exceed One Million Three Hundred Eighty Eight Thousand Nine Hundred Eighty Eight Dollars ($1,388,988) from the Port Authority Bi-State Dredge Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

* * *

6 ______Master Page # 248 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 NYSDEC Dredge Team and Study Working Capital Long Island City Queens County

______Master Page # 249 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 FOR CONSIDERATION August 20, 2020

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Regional Council Award – Priority Project – Bronx (New York City Region – Bronx County) – GrowNYC Capital – Upstate Agricultural Economic Development Fund and New York Works Economic Development Fund (Capital Grant)

REQUEST FOR: Findings and Determinations Pursuant to Sections 16-m and 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions; Determination of No Significant Effect on the Environment

General Project Plan

I. Project Summary

Grantee: Council on the Environment, Inc. d/b/a GROWNYC (“GrowNYC” or the “Organization”)

ESD* Investment: A grant of up to $13,368,000 to be used for a portion of the cost of construction of the New York State Regional Food Hub (“NYSRFH”), formerly known as Greenmarket Regional Food Hub.

* The New York State Urban Development Corporation doing business as Empire State Development “ESD” or the “Corporation”)

Project Location: Block 2781 portion of Lot 500 and Block 2778 portion of Lot 100, Bronx, Bronx County*

100 Gold Street, New York

*Project activity site; other is job-retention site

Proposed Project: Construction of the NYSRFH in the South Bronx.

Project Type: New construction involving job retention and creation

______Master Page # 250 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Regional Council: The New York City Regional Economic Development Council (the “Council”) has been made aware of this item. The Project is consistent with the Council’s plan to invest in the future by investing in food networks that would allow for more efficient ways to move goods into, out of, and throughout the five boroughs.

Employment: Initial employment at time of ESD Incentive Proposal: 14 Current employment level: 32 Minimum employment on January 1, 2022: 26

II. Project Cost and Financing Sources

Financing Uses Amount Hard Costs $33,005,000 Soft Costs 5,802,403

Total Project Costs $38,807,403

Financing Sources Amount Percent ESD-Grant $13,368,000 35% *ESD-Grant (AB188) 1,632,000 4% NYC Leasehold Funding 5,000,000 13% NYC Capital Funding 9,050,000 23% US EDA Funding 2,484,746 7% New Market Tax Credits 4,800,000 12% Foundation Grants 650,000 1% Bank Financing 1,650,000 4% Grantee Equity 172,657 1%

Total Project Financing $38,807,403 100%

* In July 2017, ESD’s Board approved $1,632,000 of the $15,000,000 grant for costs associated with the design and planning of the NYSRFH.

III. Project Description

A. Company

Industry: Sustainability Services Organization

Company History: Founded in 1970, GrowNYC is the sustainability resource for New Yorkers providing free tools and services anyone can use in order to improve the City and environment. Its mission is to improve New York City's quality of life through environmental programs that transform communities block by block and empower all New Yorkers to secure a clean and healthy

2 ______Master Page # 251 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 environment for future generations.

Ownership: GrowNYC is a not-for-profit organization.

Size: All facilities are located in New York, NY.

ESD Involvement: Greenmarket Co. is a mission-driven, non-profit food distribution program run by Grow NYC. The goal of the program is to create profitable business opportunities for local farmers and to increase access to healthy, fresh, local foods in underserved communities throughout NYC. Greenmarket Co. is looking to create an expanded facility. A larger facility would allow the program to exponentially increase its capacity to connect underserved New Yorkers with fresh, healthy, local foods. The facility will provide cold storage, aggregation, distribution, and processing infrastructure to connect more NYC wholesale buyers with local farm products.

The NYSRFH facility will be a 60,427-square-foot facility located on a 157,508-square-foot site in Hunts Point, NY. Up to 60,000 square feet of the facility will be dedicated to wholesale food distribution and the remainder of the facility will serve as offices and hallways. GrowNYC will occupy 20,000 square feet of the facility to provide aggregation/ distribution services and will lease approximately 20,000 square feet to other distributors for wholesale activities. The remaining 20,000 square feet will be used for food processing that will either be managed by GrowNYC and a partner, or to be occupied by a tenant that may offer co- packing opportunities.

The total amount awarded for this project is $15,000,000. At this time, $13,368,000 is being requested. In July 2017, ESD’s Board approved $1,632,000 of the $15,000,000 grant for costs associated with the design and planning of the NYSRFH. The remaining funding will be used for soft and hard costs associated with the construction of the NYSRFH. Without ESD assistance the project would not have been feasible.

Past ESD Support: Funding for the past five years, totaling $439,000, to the Grantee is summarized in the following chart:

3 ______Master Page # 252 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Date End Date Start (Project Program Project # Amount (ESD Directors’ Completion: Purpose Approval Date) Contract Expiration) Working Capital - Urban and Working Capital for Community Y347 $250,000 August 18, 2013 March 31,2018 marketing, wages, Development distribution, and Program operations. Working Capital - NYPA Open for Funds to host a Business Craft AA212 $46,940 October 15, 2015 January 25, 2017 rotating craft Beverage beverage stand at Marketing Program 2 Greenmarkets. NYPA Open for Working Capital – Business Craft Funds to host a Beverage AB003 $142,427 March 16, 2017 December 31, 2018 rotating craft Marketing beverage stand at Program Round 2 2 Greenmarkets

B. The Project

Completion: August 2021

Activity: The site at 298 Halleck in the Hunts Point section of the Bronx will undergo the installation of utility services, site improvements, landscaping, and other elements associated with the exterior of the project. A second aspect of the project will be the construction of a new facility. This new construction will require the buildout of slabs, foundation, floors, walls, beams, columns, stairs, and a roof. The construction process will lead to a fully-built empty warehouse building, which will be ready for tenant installations. The final element of the project, which will be the space occupied by GrowNYC will commence at the conclusion of the construction of the new building. This work will be the buildout of GrowNYC’s space for the operation of the NYSRFH. It will include all relevant interior system distribution, HVAC, food storage rooms, and office space.

4 ______Master Page # 253 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Results: Construction of the NYSRFH will provide the following benefits to local farmers and underserved communities throughout NYC: access to the New York City wholesale market for more than 120 mid-sized farmers in the State of New York; access to healthy, fresh, local produce to an estimated 500,000 New Yorkers, 70% of which live in underserved communities; lower cost and increased quantities of fresh, local produce available to community-based food access programs; and the donation of 500,000 pounds of unsold fresh produce to food rescue organizations per year. The project will also retain 14 existing jobs and create 12 new jobs.

Business Investment Project: Benefit-Costs Evaluations are used in evaluating projects that are categorized as Business Investment, Infrastructure Investment, and Economic Growth Investment and that involve 1) job retention and/or creation and/or 2) construction-related activity. For Business Investment projects, benefits typically reflect the impact of both jobs and construction-related activity. For Infrastructure Investment and Economic Growth Investment projects, which generate long-term benefits not captured in the period of analysis and may involve no permanent job commitments, the estimated benefits typically reflect only construction-related activity.

Evaluated over a seven-year period, the following are anticipated project impacts (dollar values are present value):  Fiscal benefits to NYS government from the project are estimated at 2,347,801;  Fiscal cost to NYS government is estimated at $13,368,000;  Project cost to NYS government per direct job is $1,559,756;  Project cost to NYS government per job (direct plus indirect) is estimated  at $1,210,178;  Ratio of project fiscal benefits to costs to NYS government is 0.18:1;  Fiscal benefits to all governments (state and local) are estimated at $5,289,550;  Fiscal cost to all governments is $13,368,000;  All government cost per direct job is $1,559,756;  All government cost per total job is $1,210,178;  The fiscal benefit to cost ratio for all governments is 0.40:1;  Economic benefits (fiscal plus total net resident disposable income from project employment) are estimated at $32,145,117, or $2,910,033 per job (direct and indirect);  The economic benefit to cost ratio is 2.40:1;

5 ______Master Page # 254 of 349 - NYS Urban Development Corporation Meeting 8/20/2020  Project construction cost is $38,807,403, which is expected to generate 187 direct job years and 101 indirect job years of employment;  For every permanent direct job generated by this project, an additional 0.29 indirect jobs are anticipated in the state’s economy;  The payback period for NYS costs is not calculated.

Grantee Contact: Marcel Van Ooyen, President/CEO GrowNYC 100 Gold Street, Suite #3300 New York, NY 10038-1617 Phone: (917) 715-0249

Courtesy copy to: Gifford Miller, Managing Member Signature Urban Properties, LLC 220 Fifth Avenue, 19th Floor New York, NY 10001-7708 Phone: (212) 813-3577

ESD Project No.: AB188

Project Team: Origination Joseph Tazewell Project Management Andrew Oliver Contractor & Supplier Diversity Danah Alexander Finance Jonevan Hornsby Design & Construction Marty Piecuch Environmental Soo Kang

C. Financial Terms and Conditions

1. Upon execution of the grant disbursement agreement, the Grantee shall reimburse ESD for all out-of-pocket expenses incurred in connection with the project

2. The Grantee will demonstrate no materially adverse changes in its financial condition prior to disbursement.

3. The Grantee will be required to contribute a minimum of 10% of the total project cost in the form of equity contributed after the Grantee’s acceptance of ESD’s offer. Equity is defined as cash injected into the project by the Grantee or by investors, and should be auditable through Grantee financial statements or Grantee accounts, if so requested by ESD. Equity cannot be borrowed money secured by the assets in the project.

6 ______Master Page # 255 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 4. Prior to disbursement, the Grantee must employ at least the number of Full-time Permanent Employees set forth as the Baseline Employment in the table below. A Full- time Permanent Employee shall mean (a) a full-time, permanent, private-sector employee on the Grantee’s payroll, who has worked at the Project Location for a minimum of thirty-five hours per week for not less than four consecutive weeks and who is entitled to receive the usual and customary fringe benefits extended by Grantee to other employees with comparable rank and duties; or (b) two part-time, permanent, private-sector employees on Grantee’s payroll, who have worked at the Project Location for a combined minimum of thirty-five hours per week for not less than four consecutive weeks and who are entitled to receive the usual and customary fringe benefits extended by Grantee to other employees with comparable rank and duties.

5. Up to $13,368,000, not to exceed 35% of total project costs, will be disbursed to the Grantee no more frequently than quarterly, and in proportion to ESD’s funding share and in compliance with Design and Construction requirements, upon documentation of construction costs, and documentation of the employment of at least 14 Full-time Permanent Employees at the Project Job Retention Location, assuming all project approvals have been completed and funds are available. The final ten percent (10%) of the Grant shall not be disbursed by ESD until project is complete as evidenced by a certificate of occupancy and the employment of at least 26 new Full-Time Permanent employees at the Project Site Location (Employment Increment of 12). Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses must be incurred on or after August 1, 2016, to be considered eligible project costs. All disbursements must be requested by April 1, 2022.

6. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $13,368,000, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Company and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

7. In consideration for the making of the Grant, Grantee will achieve the Employment Goals set forth in Column B of the table below. If the Full-time Permanent Employee Count for the year prior to the reporting date set forth in Column A of the table below is less than eighty-five percent (85%) of the Employment Goal set forth in Column B (an “Employment Shortfall”), then upon demand by ESD, Grantee shall be obligated to repay to ESD a portion of each disbursement of the Grant, as follows:

(i) 100% of the disbursed amount if the Employment Shortfall occurred in the calendar year that the disbursement was made, or in the first full calendar year

7 ______Master Page # 256 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 after the disbursement was made; (ii) 80% of the disbursed amount if the Employment Shortfall occurred in the second full calendar year after the disbursement was made; (iii) 60% of the disbursed amount if the Employment Shortfall occurred in the third full calendar year after the disbursement was made; (iv) 40% of the disbursed amount if the Employment Shortfall occurred in the fourth full calendar year after the disbursement was made; (v) 20% of the disbursed amount if the Employment Shortfall occurred in the fifth full calendar year after the disbursement was made.

Baseline Employment 14

A B Reporting Date Employment Goals February 1, 2021 14+X February 1, 2022 14+X February 1, 2023 14+X February 1, 2024 14+X February 1, 2025 14+X February 1, 2026 14+X February 1, 2027 14+X February 1, 2028 14+X

X = Grantee's Employment Increment that will be the basis of the Final 10% Disbursement of the Grant as described in section C.5 above (i.e. X=12, and Employment Goals shall equal [14 + X = 26] if the Final 10% Disbursement is made, in the year such disbursement is made and for each year thereafter). If the Final 10% Disbursement has not yet been made then X=0.

IV. Statutory Basis: Upstate Agricultural Economic Development Fund

The funding is authorized under Section 16-s of the New York State Urban Development Corporation Act (the “Act”) and satisfies the eligibility criteria in the Act and the rules and regulations for the Upstate Agricultural Economic Development Fund . No residential relocation is required as there are no families or individuals residing on the site.

V. Statutory Basis: NY Works Economic Development Fund

The funding was authorized in the 2012-2013 New York State budget and reappropriated in the 2013-2014, 2014-2015, 2015-2016, 2017-2018, 2018-2019, and 2020-2021 New York State budgets. No residential relocation is required as there are no families or individuals residing on the site.

8 ______Master Page # 257 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 VI. Design and Construction

Submission of Payment Requisitions to ESD will be made according to the design and construction disbursement terms outlined in the Grant Disbursement Agreement. ESD reserves the right to inspect the project site to ensure compliance of these terms and monitor project progress.

VII. Environmental Review

The NYC Small Business Services, as lead agency, has completed an environmental review of the project pursuant to the requirements of the State Environmental Quality Review Act and the implementing regulations of the New York State Department of Environmental Conservation. This review found the project to be an Unlisted Action, which would not have a significant effect on the environment. The lead agency issued a Negative Declaration on July 29, 2020. ESD staff reviewed the Negative Declaration and supporting materials and concurs. It is recommended that the Directors make a Determination of No Significant Effect on the Environment.

VIII. Non-Discrimination and Contractor & Supplier Diversity

ESD’s Non-Discrimination and Contractor & Supplier Diversity policies will apply to this Project. Grow NYC shall be required to include minorities and women in any job opportunities created, to solicit and utilize Minority and Women-owned Business Enterprises (“MWBEs”) for any contractual opportunities generated in connection with the Project and to use Good Faith Efforts (pursuant to 5 NYCRR §142.8) to achieve an overall MWBE Participation Goal of 32%. The overall goal shall include a Minority Business Enterprise (“MBE”) Participation Goal of 16% and a Women-owned Business Enterprise (“WBE”) Participation Goal of 16% related to the total value of ESD’s funding.

IX. ESD Financial Assistance Subject to Availability of Funds and Additional Approval

The provision of ESD financial assistance is contingent upon the availability of funds and the approval of the State Division of the Budget.

X. Additional Submissions to Directors

Resolutions New York State Map Benefit-Cost Analysis Project Finance Memorandum

9 ______Master Page # 258 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 August 20, 2020

Bronx (New York City Region – Bronx County) – Grow NYC Capital – Upstate Agricultural Economic Development Program and New York Works Economic Development Fund (Capital Grant) – Findings and Determinations Pursuant to Sections 16-s and 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Grow NYC Capital -- Upstate Agricultural Economic Development Program and New York Works Economic Development Fund (Capital Project) (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Council on the Environment d/b/a GROW NYC a grant for a total amount not to exceed Thirteen Million Three Hundred and Sixty Eight Thousand Dollars ($13,368,000) from the Upstate Agricultural Economic Development Program and New York Works Economic Development Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

10 ______Master Page # 259 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 RESOLVED, that the President and Chief Executive Officer Designate or his designee(s) be, and each of them hereby is, authorized in the name and on behalf of the Corporation to execute and deliver any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions.

* * *

11 ______Master Page # 260 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 August 20, 2020

RESOLVED, that based on the materials submitted to the Directors with respect to the Grow NYC Capital Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *

12 ______Master Page # 261 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 13 ______Master Page # 262 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Project Summary Benefit-Cost Evaluation1 Council on the Environment d/b/a GROW NYC – Business Investment

Project Results NYS Gov’t. Project Results State & Local Evaluation Statistics NYS Gov’t. Benchmarks2 State & Local Government Government Benchmarks

Fiscal Costs3 $13,368,000 $794,250 $13,368,000 $1,020,500 Fiscal Benefits4 $2,347,801 $2,085,600 $5,289,550 $4,271,980

Fiscal Cost /Direct Job $1,559,756 $3,000 $1,559,756 $4,110 Fiscal Cost/Total Jobs $1,210,178 $1,424 $1,210,178 $1,964 Fiscal B/C Ratio 0.18 7.00 0.40 10.60 Project Benchmarks Results Economic Benefits5 $32,145,117 $119,468,000 Econ. Benefits/Total Jobs $2,910,033 $147,600 Economic B/C Ratio 2.40 75.00

1 Dollar values are present value calculated over a seven-year period. Separate evaluations are made and reported for New York State government assistance alone and for State and Local government.

3 Fiscal cost includes the value of grants, loans and associated default risks, and discretionary subsidies (such as tax exemptions or abatements on sales, property, and interest income).

14 ______Master Page # 263 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 FOR CONSIDERATION August 20, 2020

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Market New York Grant Program – Market New York (Working Grants)

REQUEST FOR: Findings and Determinations Pursuant to sections 10 (g) of the Act; Authorization to Make Grants and Take Related Actions

I. Project Summaries

Project Assistance Project Name Grantee # Up To Market New York Program Get Outside: Four-Season Natural History Museum of A. Destination Strategy Working 133,478 the Adirondacks d/b/a The $366,300 Capital Wild Center A Marketing Plan for Expansion B. 133,555 Historic Hudson Valley $428,104 Working Capital Diamonds of the Hall of Fame National Baseball Hall of C. Collection Video Series Working 133,514 $317,250 Fame & Museum, Inc. Capital TOTAL MARKET NY PROJECTS - 3 TOTAL $1,111,654

ESD* Investment: Up to a total of $1,111,654 from Market New York Round 9 to be used for tourism working capital projects in the North Country, Long Island and Mohawk Valley regions of New York State

* The New York State Urban Development Corporation doing business as Empire State Development (“ESD” or the “Corporation”)

______Master Page # 264 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Project Locations: Statewide - See Schedules A - C attached

Proposed Projects: See Schedules A - C attached

Regional Council: Each respective Regional Economic Development Council has been made aware of, and has endorsed, the relevant proposed project(s).

Anticipated Appropriation Source(s): Market New York Program

II. Project Cost and Financing Sources

See Schedules A - C attached.

III. Project Description

A. Background

Rounds 7, 8 & 9 of the Regional Council Consolidating Funding Application all included up to $15 million for Market New York, Round 6 included $13.5 million, Rounds 4 & 5 up to $12 million and Round 3 had a total available of up to $10 million for a program that will support regionally themed New York focused projects. Market New York will help to bolster tourism growth by promoting tourism destinations, attractions, and special events.

Funding is available for projects intended to increase tourism in a community or region. Grant funding will be allocated among the ten regions, each represented by a Regional Council, based on each Regional Council‘s development and implementation of a five-year strategic plan that sets out a comprehensive vision for economic development and specific strategies to implement that vision. Funding will be allocated to projects, including priority projects identified by the regional councils, identified as significant, regionally supported and capable of stimulating economic investment through attraction of tourists to the dedicated area.

B. The Projects

ESD will make available $1,111,654 from Round 9 to fund three working capital projects. The grantee has identified and prioritized Regional Marketing and Capital Tourism projects that support the Regional Economic Development Council’s strategic plans for tourism and will coordinate with New York State’s “I LOVE NEW YORK” tourism division to maximize the overall program impact statewide. The Market New York Grantee will carry out its Regional Marketing Tourism project as described in the individual project description as set forth in Schedules A - C attached.

ESD Project Nos.: See Table Above

2 ______Master Page # 265 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Project Team: Project Management See Schedules A - C attached Program Director Kelly Baquerizo Contractor & Supplier Diversity Geraldine Ford Environmental Soo Kang

Financial Terms and Conditions

ESD may reallocate the project funds to another form of assistance, at an amount no greater than $1,111,654 for the project, if ESD determines that reallocation of the assistance would better serve the needs of the Grantee and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

IV. Statutory Basis

Market New York Program - DED

The funding was authorized in the 2019-2020 New York State budget and reappropriated in the 2020-2021 New York State budget. No residential relocation is required as there are no families or individuals residing on the site.

V. Environmental Review

Unless otherwise noted on a project summary attached as Schedules A - C, ESD staff has determined that the projects described in Schedules A – C either constitute Type II actions or do not constitute actions as defined by the New York State Environmental Quality Review Act (“SEQRA”) and the implementing regulations of the New York State Department of Environmental Conservation. No further environmental review is required in connection with the projects.

VI. Non-Discrimination and Contractor & Supplier Diversity

ESD’s Non-discrimination and Contractor Diversity policies will apply to the projects. Each Grantee shall be required to use good faith efforts to achieve an overall Minority and Women Business Enterprise (“MWBE”) Participation Goal, each project has been assigned an individual goal by the Office of Contractor & Supplier Diversity based on the elements of the individual project and related to the total value of ESD’s funding and to solicit and utilize MWBEs for any contractual opportunities generated in connection with the project.

VII. ESD Employment Enforcement Policy

ESD's Employment Enforcement Policy will not apply since these projects will not directly create or retain jobs.

3 ______Master Page # 266 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 VIII. ESD Financial Assistance Subject to Availability of Funds and Additional Approval

The provision of ESD financial assistance is contingent upon the availability of funds and the approval of the State Division of the Budget.

IX. Requested Actions

The Directors are requested to: (1) make the findings and determination required by Section 10(g) of the UDC Act; and (2) authorize the making of the grants which are the subject of these materials.

X. Recommendation

Based on the foregoing, I recommend approval of the requested actions.

Additional Submissions to Directors

Resolutions Schedules A – C

4 ______Master Page # 267 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 August 20, 2020

Statewide – Market New York Program (Working Capital Grants) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Make Grants and Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Market New York Program Project identified below (the “Project”), the Corporation hereby determines pursuant to Section 10 (g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

Market New York Program Assistance Project Name Project # Grantee Up To Market New York Program Get Outside: Four-Season Natural History Museum of A. Destination Strategy Working 133,478 the Adirondacks d/b/a The $366,300 Capital Wild Center A Marketing Plan for Expansion B. 133,555 Historic Hudson Valley $428,104 Working Capital Diamonds of the Hall of Fame National Baseball Hall of C. Collection Video Series Working 133,514 $317,250 Fame & Museum, Inc. Capital TOTAL MARKET NY PROJECTS - 3 TOTAL $1,111,654

and be it further

* * *

5 ______Master Page # 268 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 A. Get Outside: Four-Season Destination Strategy Working Capital (133,478/MNYAE115) August 20, 2020

Grantee: Natural History Museum of the Adirondacks d/b/a The Wild Center (“Museum” or the “Organization”)

ESD Investment: A grant of up to $366,300 to be used for regional tourism marketing funding

Proposed Project: Promote and complete a 2-year marketing campaign project that will attract new, and repeat visitors to the Adirondacks in the traditionally slow fall and winter months. The project will increase tourism revenue and expand the season by targeted marketing, opening Wild Walk year- round, adding Wild Winter Weekends and First to Fall activities including ice fishing & a Get Outside Festival.

Project Type: Working Capital

Regional Council: The North Country Regional Economic Development Council has been made aware of this project. The Incentive Offer was accepted in March 2020. The project is consistent with the Regional Plan to promote tourism within the North Country Region and across New York State.

Background:

Industry - Tourism and Recreation

Organizational History – The Wild Center was founded in 1999 as the Natural History Museum of the Adirondacks on land donated by the residents of Tupper Lake, NY. It opened to the public as The Wild Center in 2006. The Organization’s goal was to create a new kind of audience-centric science museum grounded in the region’s amazing natural resources and beauty that would provide ways to explore the natural world in accessible and engaging ways while generating sustainable economic growth for the area. The Wild Center includes a 54,000 square-foot Silver LEED exhibit facility, Wild Walk, an elevated boardwalk into the forest, which is located on a 115-acre campus of water and forest resources, and all-season trails. The Organization attracts an average 110,000 visitors each year and brings over $24 million to the region each year, according to recent economic impact studies.

Ownership – The Wild Center is a not-for profit organization.

ESD Involvement – A $366,300 grant from the Market New York Grant Program

Past ESD Support – Funding for the past five years to the grantee is summarized in the following table:

______Master Page # 269 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Get Outside: Four-Season Destination Strategy Working Capital (133,478/MNYAE115) August 20, 2020

Date End (Project Date Start (ESD Director’s Completion Program Project # Amount Purpose Approval Date) Contract Expiration) Capital Grant - Regional Council Y829 $250,000 August 20, 2015 April 2016 Phase 2 Wild Walk exhibits and Capital Fund- RC3 signage Market New York- Working Capital - Multi- Z724 $372,000 July 16, 2015 December 2017 Program - RC4 media marketing for tourism Market New York Capital Grant- Panoramic AA648 153,100 August 20, 2016 December 2017 Program -RC5 Theater Market New York Working Capital - Multi- AA668 130,625 August 18, 2016 December 2017 Program -RC5 media marketing for tourism Market New York Working Capital Grant- Multi- AB499 $300,000 April 17, 2017 December 2018 Program media marketing for tourism

The Project:

Completion Date – December 2021

Activity – The Wild Center will complete a 2-year project that will attract new and repeat visitors to the Adirondacks in the traditionally slow fall and winter months. The project will increase tourism revenue and expand the season by targeted marketing, opening Wild Walk year-round, adding Wild Winter Weekends and First to Fall activities including ice fishing & a Get Outside Festival.

Results – The project will measure the success of their efforts based on attendance and visitor feedback during the targeted shoulder seasons. The project will track formal and informal feedback on new programs including: Winter Wild Walk; Ice Fishing program; Patrick Dougherty Installation; Get Outside programing. In addition, they will continue to track effectiveness of digital and Social media meeting efforts through available analytics.

Upon completion of the project, the Grantee will furnish a final report describing the impact and effectiveness of the project.

______Master Page # 270 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Get Outside: Four-Season Destination Strategy Working Capital (133,478/MNYAE115) August 20, 2020

Financing Uses Amount Financing Sources Amount Percent Special Events (Fees paid to $71,000 ESD Grant $366,300 75% artisans, supplies, rentals) Public Relations 72,000 Grantee Equity 122,100 25% Promotion (Print Collateral, Web Updates, Licensing/Talent Fees, Trade Shows/Special Promotions/Group Tour) 93,300 Media Advertising 205,000 Project Administration 47,100 Total Project Costs $488,400 Total Project Financing $488,400 100%

Grantee Contact - Hillarie Logan-Dechene Deputy Director 45 Museum Drive Tupper Lake, NY 12986 Phone: (518) 359-7800 E-mail: hlogan-dechene@wildcenter. org

Project Team - Origination Kelly Rabideau-Baquerizo Project Management Jenna Krzyzak Contractor & Supplier Diversity Danah Alexander Environmental Soo Kang

Financial Terms and Conditions:

1. Grantee will be obligated to advise ESD of any materially adverse changes in its financial conditions prior to disbursement.

2. The Grantee will be required to contribute a minimum of 25% of the total project cost in the form of a match that can consist of local, federal, foundational or other organizations’ fund. Other State funds (including other funding from ESD), “in-kind” matches/donations and salaries/wages/fringe benefits are not an eligible match for this requirement. The match must be committed and specifically shown in the project budget. Grantee’s affirmation of these Directors’ materials will be considered by ESD as validation of this committed matching requirement.

3. Up to $366,300 will be disbursed, no more frequently than quarterly, and in proportion to ESD’s funding share, to Grantee upon documentation of eligible project expenditures, and presentation to ESD of an invoice and such other documentation as ESD may reasonably require (including the mandatory project measurements/metrics form and documentation included in the Grant Disbursement Agreement). Expenses must be incurred on or after December 19, 2019, to be considered eligible project costs. The project must be completed by December 31, 2021. All disbursements require

______Master Page # 271 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Get Outside: Four-Season Destination Strategy Working Capital (133,478/MNYAE115) August 20, 2020

compliance with program requirements and must be requested by no later than April 2022. As stated, it is expected that reimbursement shall be in proportion to ESD’s funding share. Thus, for each payment request, a match should be shown in proportion to Grantee’s overall share of project costs.

4. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $366,300 for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Grantee and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by ESD.

5. All projects should align with I LOVE NY marketing. It is required that all projects use the I LOVE NY logo with all marketing and promotion elements paid with Market New York Funds for the awarded project. Any use of the I LOVE NEW YORK logo must be approved by ESD and conform to ESD guidelines. Additionally, In the event I LOVE NY/NYS Division of Tourism chooses to have a presence at events in connection with this grant, no further funds shall be exchanged for a sponsorship or space fee.

Non-Discrimination and Contractor & Supplier Diversity: ESD’s Non-discrimination & Contractor and Supplier Diversity policies will apply to this project. The Recipient shall be required to use “Good Faith Efforts,” pursuant to 5 NYCRR §142.8, to achieve an overall Minority-and Women-owned Business Enterprise (“MWBE”) participation goal of 30% ($109,890) related to the total value of ESD’s funding and to solicit and utilize MWBEs for any contractual opportunities generated in connection with the project. A further explanation of the MWBE requirements is attached hereto.

Statutory Basis – Market New York Program: The funding was authorized in the 2019-2020 New York State budget and reappropriated in the 2020-2021 New York State budget. No residential relocation is required as there are no families or individuals residing on the site.

Disclosure and Accountability Certifications: The Grantee has provided ESD with the required Disclosure and Accountability Certifications. Grantee’s certifications indicate that Grantee has no conflict of interest or good standing violations and, therefore, staff recommends that the Corporation authorize the grant to the Grantee as described in these materials.

______Master Page # 272 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 B. A Marketing Plan for Expansion Working Capital (133,555/MNYAE114) August 20,2020

Grantee: Historic Hudson Valley (“HHV” or the “Organization”)

ESD Investment: A grant of up to $428,104 to be used for regional tourism marketing funding

Proposed Project: Historic Hudson Valley presents “The Great Jack O’Lantern Blaze: A Marketing Plan for Expansion” an event that will create lasting memories for New York families and generate vital tourism revenue by expanding a successful seasonal event to a second location at Old Bethpage Village Restoration on Long Island.

Project Type: Working Capital

Regional Council: The Long Island Region Regional Economic Development Council has been made aware of this project. The Incentive Offer was accepted in March 2020. The project is consistent with the Regional Plan to promote tourism within the Long Island Region and across New York State.

Background:

Industry - Tourism & Culture

Organizational History – Chartered in 1951 by the Board of Regents of the State University of New York as an educational institution, Historic Hudson Valley (originally named Sleepy Hollow Restorations) was created by John D. Rockefeller, Jr., after he founded Colonial Williamsburg. The mission of the Organization is to celebrate the history, architecture, landscape, and culture of the Hudson River Valley, advancing its importance and thereby ensuring its preservation.

HHV operates a network of five, National Historic Landmark sites along the Hudson River in New York: Philipsburg Manor, Van Cortlandt Manor, Washington Irving’s Sunnyside, Union Church of Pocantico Hills, and Kykuit, the Rockefeller Estate. The sites possess documented historical integrity, architectural distinction, superb decorative and fine arts collections, and exceptional importance of landscape and setting. To fulfill the dual mission of education and preservation, HHV maintains 23 historic structures; 250 acres of historic landscapes; and a collection of 9,000 objects relating to the history of the region. In 2011, HHV opened the Regional History Center. With the Organization’s distinguished research library as its centerpiece, the building includes spaces for public programs and meetings, as well as facilities for staff, researchers, volunteers, and interns. HHV offers a range of public programs at the sites and beyond that are designed to appeal to a variety of interests and learning styles. Included are daily site

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tours, school-time programs, after-school enrichment programs for underserved youth, teacher training workshops, exhibitions, and internships. Seasonal, popular events celebrate the rich history, culture, and folklore of the region, helping to build traditional museum audiences, attract visitors, and generate economic activity through heritage tourism.

Ownership – Historic Hudson Valley is a not-for-profit educational organization.

ESD Involvement – A $428,104 grant from the Market New York Grant Program

Past ESD Support – Funding for the past five years to the grantee is summarized in the following table:

Date End (Project Date Start (ESD Director’s Program Project # Amount Completion Purpose Approval Date) Contract Expiration) Market New York Working Capital Grant- AB429 $159,937 July 2017 December 2018 Program Promotion of Event

The Project:

Completion Date – December 2021

Activity – Historic Hudson Valley presents The Great Jack O’Lantern Blaze: A Marketing Plan for Expansion will create lasting memories for New York families and generate vital tourism revenue by expanding a successful seasonal event to a second location at Old Bethpage Village Restoration on Long Island. The grantee has plans in place to ensure events follow current COVID guidelines. Expenditures will include exhibit materials and fabrication, rental of lighting equipment, lighting design and installation services, including rental of tents, rigging, and other event equipment. Marketing will be achieved through radio and print advertising, along with digital media that includes paid advertisements in print, on radio, TV, and outdoor, earned editorial placements, social media outreach, and search engine marketing. There will also be opt-in marketing and direct email to more than 250,000 Historic Hudson Valley e-newsletter subscribers and previous ticket buyers. Advertising efforts will begin in August 2020 and continue through early November 2020. Historic Hudson Valley will work on media strategy and media buys with Main Street Agency, a NYS Certified Women Owned Business Enterprise.

Results – The project will offer paid services to increase economic impact in the region and to accommodate approximately 250,000 seasonal visitors.

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Upon completion of the project, the Grantee will furnish a final report describing the impact and effectiveness of the project.

Financing Uses Amount Financing Sources Amount Percent Consultation/Vendor Event Services $442,104 ESD Grant $428,104 75% Radio & Print Advertising 130,000 Grantee Equity 144,000 25% Total Project Costs $572,104 Total Project Financing $572,104 100%

Grantee Contact - Jennifer Kovalskaya Historic Hudson Valley 639 Bedford Road Pocantico Hills, NY 10591 Phone: (917) 366-6941 E-mail: jkovalskaya@hudsonvalley. org

Project Team - Origination Kelly Rabideau-Baquerizo Project Management Jenna Krzyzak Contractor & Supplier Diversity Danah Alexander Environmental Soo Kang

Financial Terms and Conditions:

1. Grantee will be obligated to advise ESD of any materially adverse changes in its financial conditions prior to disbursement.

3. Up to $428,104 will be disbursed, no more frequently than quarterly, and in proportion to ESD’s funding share, to Grantee upon documentation of eligible project expenditures, and presentation to ESD of an invoice and such other documentation as ESD may reasonably require (including the mandatory project measurements/metrics form and documentation included in the Grant Disbursement Agreement). Expenses must be incurred on or after December 19, 2019, to be considered eligible project costs. The project must be completed by December 31, 2021. All disbursements require compliance with program requirements and must be requested by no later than April

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2022. As stated, it is expected that reimbursement shall be in proportion to ESD’s funding share. Thus, for each payment request, a match should be shown in proportion to Grantee’s overall share of project costs.

4. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $428,104 for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Grantee and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by ESD.

5. All projects should align with I Love NY marketing. It is required that all projects use the I LOVE NY logo with all marketing and promotion elements paid with Market NY Funds for the awarded project. Any use of the I LOVE NEW YORK logo must be approved by ESD and conform to ESD guidelines. Additionally, In the event I LOVE NY/NYS Division of Tourism chooses to have a presence at events in connection with this grant, no further funds shall be exchanged for a sponsorship or space fee.

Non-Discrimination and Contractor & Supplier Diversity: ESD’s Non-discrimination & Contractor and Supplier Diversity policies will apply to this project. The Recipient shall be required to use “Good Faith Efforts,” pursuant to 5 NYCRR §142.8, to achieve an overall Minority-and Women-owned Business Enterprise (“MWBE”) participation goal of 30% ($128,431) related to the total value of ESD’s funding and to solicit and utilize MWBEs for any contractual opportunities generated in connection with the project. A further explanation of the MWBE requirements is attached hereto.

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Grantee: National Baseball Hall of Fame & Museum, Inc. (“NBHFM” or the “Museum”)

ESD Investment: A grant of up to $317,250 to be used for regional tourism marketing funding

Proposed Project: National Baseball Hall of Fame and Museum will produce a new video series called "Diamonds of the Hall of Fame Collection" to be distributed on YouTube and social media channels. Each episode will be hosted by a well-known sports broadcaster or Hall of Famer telling the story of an artifact in the Museum and encouraging visitors to come see the item in person

Project Type: Working Capital

Regional Council: The Mohawk Valley Region Regional Economic Development Council has been made aware of this project. The Incentive Offer was accepted in March 2020. The project is consistent with the Regional Plan to promote tourism within the Mohawk Valley Region and across New York State.

Background:

Industry - Arts & Culture

Organizational History – The National Baseball Hall of Fame and Museum is a 501(c)3 not-for-profit educational institution, dedicated to preserving history, honoring excellence and connecting generations. Core to the fulfillment of our mission is the ability to preserving and sharing our Museum collection and Library archive. What started as a one-room museum in 1939 has grown into a state-of-the art museum and library, education center, and hall of fame. More than 17 million visits have been made to the Museum in Cooperstown, NY since our doors opened June 12, 1939.

Ownership – The National Baseball Hall of Fame & Museum, Inc. is a not-for-profit organization

ESD Involvement – A $317,250 grant from the Market New York Grant Program

Past ESD Support –Funding for the past five years to the grantee is summarized in the following table:

______Master Page # 277 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Date End (Project Date Start (ESD Director’s Program Project # Amount Completion Purpose Approval Date) Contract Expiration) Market New York Working Capital Grant- Z132 $234,000 August 2014 December 2016 Program Marketing Campaign Market New York Working Capital Grant- AB571 $333,750 July 2017 December 2019 Program Marketing Campaign Market New York Working Capital Grant- AA517 $131,400 December 2016 December 2020 Program Marketing Campaign Market New York Working Capital Grant- AC693 $250,000 June 2018 December 2021 Program Marketing Campaign Market New York Working Capital Grant- 132,642 $300,000 April 2019 December 2020 Program Marketing Campaign

The Project:

Completion Date – December 2021

Activity – National Baseball Hall of Fame and Museum will produce a new video series called "Diamonds of the Hall of Fame Collection" to be distributed on YouTube and social media channels. Each episode will be hosted by a well-known sports broadcaster or Hall of Famer telling the story of an artifact in the Museum and encouraging visitors to come see the item in person.

Results –The success of the program will be measured by total views of the videos, new subscribers to the Museum’s YouTube channel, and click-through traffic to the Museum’s plan your visit web page. Additionally, the project will closely track attendance at the Museum, increasing attendance will be the ultimate measure of the program.

Upon completion of the project, the Grantee will furnish a final report describing the impact and effectiveness of the project.

Financing Uses Amount Financing Sources Amount Percent Video Production $200,000 ESD Grant $317,250 75% Advertising & Paid Content Dist. 143,000 Grantee Equity 105,750 25% On-Screen Talent 80,000 Total Project Costs $423,000 Total Project Financing $423,000 100%

Grantee Contact - Ken Meifert, V.P. of Sponsorships and Development National Baseball Hall of Fame & Museum, Inc. 25 Main Street Cooperstown, NY 13326 Phone: (607) 287-1043 E-mail: kmeifert@baseballhall. org

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Project Team - Origination Kelly Rabideau-Baquerizo Project Management Jenna Krzyzak Contractor & Supplier Diversity Danielle Adams Environmental Soo Kang

Financial Terms and Conditions:

1. Grantee will be obligated to advise ESD of any materially adverse changes in its financial conditions prior to disbursement.

3. Up to $317,250 will be disbursed, no more frequently than quarterly, and in proportion to ESD’s funding share, to Grantee upon documentation of eligible project expenditures, and presentation to ESD of an invoice and such other documentation as ESD may reasonably require (including the mandatory project measurements/metrics form and documentation included in the Grant Disbursement Agreement). Expenses must be incurred on or after December 19, 2019, to be considered eligible project costs. The project must be completed by December 31, 2021. All disbursements require compliance with program requirements and must be requested by no later than April 2022. As stated, it is expected that reimbursement shall be in proportion to ESD’s funding share. Thus, for each payment request, a match should be shown in proportion to Grantee’s overall share of project costs.

4. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $317,250 for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Grantee and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by ESD.

5. All projects should align with I LOVE NY marketing. It is required that all projects use the I LOVE NY logo with all marketing and promotion elements paid with Market NY Funds for the awarded project. Any use of the I LOVE NEW YORK logo must be approved by ESD and conform to ESD guidelines. Additionally, In the event I LOVE NY/NYS Division of

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Tourism chooses to have a presence at events in connection with this grant, no further funds shall be exchanged for a sponsorship or space fee.

Non-Discrimination and Contractor & Supplier Diversity: ESD’s Non-discrimination & Contractor and Supplier Diversity policies will apply to the project. The Recipient shall be required to use Good Faith Efforts (pursuant to 5 NYCRR §142.8) to achieve an overall Minority and Women Business Enterprise (MWBE) participation goal of 30% related to the total value of the qualifying expenditures totaling $317,250. The MWBE participation in relation to ESD funding shall be no less than $95,175. Recipient is required to actively solicit and utilize MWBEs for any contractual opportunities generated in connection with the project. A further explanation of the MWBE requirements is attached hereto.

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TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Statewide – Restore New York Communities – Capital Grant

REQUEST FOR: Findings and Determinations Pursuant to Sections 10(g) and 16-n of the Act; Authorization to Adopt the Proposed General Project Plans; Authorization to Make Grants and to Take Related Actions; Determination of No Significant Effect on the Environment

General Project Plan

I. Project Summaries

Village, Town, Grantee Project Name Project # Grant County City Town of Wilna - Dock Town of A. Street Rehabilitation 131,748 $772,000 Wilna Jefferson Wilna RESTORE NY V Village of Canajoharie - Village of Exit 29 Montgomery B. 131,781 $6,000,000 Canajoharie Canajoharie Redevelopment/Beechnut County RESTORE V & IV Village of Canajoharie - Village of Exit 29 Montgomery C. AB779 $500,000 Canajoharie Canajoharie Redevelopment/Beechnut County RESTORE V & IV City of Schenectady - City of Schenectady D. Downtown Revitalization AB737 $980,000 Schenectady Schenectady County RESTORE NY IV Village of Sylvan Beach – Village of Oneida E. Sylvan Beach 13 Canal AB777 $500,000 Sylvan Beach Sylvan Beach County Street RESTORE IV

______Master Page # 281 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 II. Program Description

A. Background

The purpose of the Restore New York Communities Initiative (“Restore NY” or the “Program”) is to revitalize urban areas and stabilize neighborhoods as a means to attract residents and businesses. Restore NY funds municipally sponsored projects for the demolition, deconstruction, rehabilitation, or reconstruction of vacant, obsolete or surplus structures. Since 2006, ESD has received $300 million in appropriations for Restore New York to fund three rounds of projects. The appropriations were allocated as follows: up to $50 million in FY 2006-2007; $100 million in FY 2007-2008; and $150 million in FY 2008-2009.

In FY 2015-2016, $25 million was appropriated in the New York State budget for Round IV of Restore NY. In addition, $25 million of unused funds from previous Restore NY appropriations were also allocated to Round IV for a total of $50M. On June 20, 2016, applicants were informed of eligibility to apply under the Program, and on January 26, 2017, awardees were announced. Following the issuance of an RFP in June 2016, a total of 75 municipalities were selected in January 2017 for funding assistance under Round IV.

In FY 2017-2018, $70 million was appropriated for Round V of the Restore NY program. The application process was opened on August 17, 2017, and awardees were announced on March 26, 2018. A total of 71 municipalities were awarded funding under Round V. It is anticipated that upon completion the projects funded by New York State will attract individuals, families, industry, and commercial enterprises to the municipalities.

B. The Projects

ESD will make a grant to the Grantee for the purpose of enhancing the Grantee’s capacity to provide support in revitalizing urban areas and stabilizing neighborhoods as a means to attract residents and businesses in New York State. ESD will enter into an agreement with the Grantee that will stipulate the manner in which funds will be disbursed.

The attached Project schedules provide a more detailed description of the recommended Projects.

III. Statutory Basis

The funding was authorized in the 2016-2017, New York State budget and reappropriated in the 2017-2018, 2018-2019, 2019-2020 and 2020-2021 New York State budgets. No residential relocation is required as there are no families or individuals residing on the site.

2 ______Master Page # 282 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 IV. Environmental Review

Unless otherwise noted on the Project summary, ESD staff has determined that the Project described in Schedule A constitutes a Type II action as defined by the New York State Environmental Quality Review Act (“SEQRA”) and the implementing regulations for the New York State Department of Environmental Conservation. No further environmental review is required in connection with the Project.

V. Non-Discrimination and Contractor & Supplier Diversity

Pursuant to New York State Executive Law Article 15-A, ESD recognizes its obligation under the law to promote opportunities for maximum feasible participation of certified minority and women-owned businesses in the performance of ESD contracts. Accordingly, ESD’s Non-discrimination and Contractor & Supplier Diversity policies will apply to the Project.

Unless otherwise specified in the Project summary, the grantee shall use their “Good Faith Efforts” to achieve an overall Minority and Women Business Enterprise (“MWBE”) Participation Goal of 23% related to the total value of ESD’s funding. This shall include a Minority Business Enterprise (“MBE”) Participation goal of 13% and a Women Business Enterprise (“WBE”) Participation goal of 10%. Grantee shall use Good Faith Efforts to solicit and utilize MWBEs for any contractual opportunities generated in connection with the Project and to include minorities and women in any job opportunities created by the Project.

VI. ESD Employment Enforcement Policy

ESD's Employment Enforcement Policy will not apply since the Project will not directly create or retain jobs.

VII. ESD Financial Assistance Subject to Availability of Funds and Additional Approval

The provision of ESD financial assistance is contingent upon the availability of funds and the approval of the State Division of the Budget.

VIII. Additional Submissions to Directors

Resolutions Project Summaries New York State Map

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RESOLVED, that the Corporation does hereby adopt, subject to the requirements of Section 16(2) of the Act, the proposed General Project Plans (the “Plan”) for the Projects submitted to this meeting, together with such changes therein as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, a copy of which Plans, together with such changes, are hereby ordered filed with the records of the Corporation; and be it further

RESOLVED, that upon written findings of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearings held on the Plans, such Plans shall be effective at the conclusion of such hearing, and that upon such written findings being made, the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make grants to the parties and for the amount listed below from Restore NY Communities, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

RESOLVED, that the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, subsequent to the making of the grants, and each of them hereby is, authorized to take such actions and make such modifications to the terms of the grants as he or she may deem necessary or appropriate in the administration of the grants; and be it further

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Village, Town, Grantee Project Name Project # Grant County City Town of Wilna - Dock Town of A. Street Rehabilitation 131,748 $772,000 Wilna Jefferson Wilna RESTORE NY V Village of Canajoharie - Village of Exit 29 Montgomery B. 131,781 6,000,000 Canajoharie Canajoharie Redevelopment/Beechnut County RESTORE V & IV Village of Canajoharie - Village of Exit 29 Montgomery C. AB779 500,000 Canajoharie Canajoharie Redevelopment/Beechnut County RESTORE V & IV City of Schenectady- City of Schenectady D. Downtown Revitalization AB737 $980,000 Schenectady Schenectady County RESTORE NY IV Village of Sylvan Beach – Village of Oneida E. Sylvan Beach 13 Canal AB777 $500,000 Sylvan Beach Sylvan Beach County Street RESTORE IV

Total RESTORE TOTAL $8,272,000 NY – 5 Projects

* * *

2 ______Master Page # 285 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 A. Town of Wilna - Dock Street Rehabilitation RESTORE NY V (131,748) August 20, 2020

General Project Plan

Grantee: Town of Wilna (the “Wilna” or the “Town”)

Beneficiary Company: Turning Point of the Black River, LLC (the “Developer”)

ESD Investment: A grant of up to $772,000 to be used for a portion of the cost of construction and renovations

Project Location: 130 Canal Street, Carthage, Jefferson County

Proposed Project: Rehabilitation of a vacant, 9,000-square-foot, commercial building, located on the Black River waterfront in downtown Carthage, to create a destination restaurant for residents and visitors

Project Type: Rehabilitation of a vacant property to revitalize the Town’s business district

Regional Council: The North Country Regional Council has been made aware of this item. The project is consistent with the Regional Plan to restore vibrancy to urban centers.

Background:

Grantee History - The Town of Wilna was established in 1813. Its proximity to the Black River in the North Country made it an integral community for papermaking facilities, hosting numerous facilities throughout the villages of Carthage. Over time, the paper industry shifted to areas in the Southern U.S., and the Wilna communities have struggled with their identities. Currently, the Town is the home to Fort Drum, a large US Army military base. Fort Drum was established in 1908, but grew massively in the 1980s, and currently employs over 20,000 people, including military personnel and civilians. The economic impact of Fort Drum on Jefferson County has been significant over the last two decades. Wilna and its villages, including Carthage, are redeveloping themselves to be a Community of Choice in the North Country.

ESD Involvement – In 2016, a study conducted by the Carthage Industrial development Corporation determined that the conversion of a historic building, built in 1905 and vacant for two decades, to a waterfront restaurant was essential to continue the revitalization efforts in the village. Redevelopment of 130 Canal Street, Carthage, NY (the “Building”), located on the Black River waterfront at the entrance of the Village of Carthage, supports the North Country Regional Economic Development Council's

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Strategic Plan. It attracts new residents and businesses to support the economic growth of downtown Carthage.

In December 2017, the Town applied for Round V Restore NY funding to assist in bridging a funding gap for the rehabilitation of the Building. ESD awarded the Town a $772,000 grant in April 2018. Without assistance from ESD, the rehabilitation of the Building would not be financially viable. Restore V funding will further the Town’s on-going strategy to build and sustain healthy neighborhoods by leveraging a variety of public and private resources.

Past ESD Support - This is the Town’s first project with ESD.

The Project:

Completion – June 2020

Activity - Turning Point of the Black River, LLC (the “Developer”) was created in 2018 to acquire the Building. Owned by Scott Sauer, the Developer partnered with The Town to rehabilitate a vacant 9,000-square-foot commercial building, located on the Black River waterfront in downtown Carthage, into a full-scale restaurant. The Developer began renovations in August 2019 and completed it in June 2020. The operation of the project building will create 11.5 full-time jobs over the next 3 years.

Results - The project will transform downtown Carthage by renovating a formerly dilapidated building. Reuse of a restaurant creates short-term construction jobs, long- term food service jobs, and helps enhance Carthage as a destination location in the North Country. Restore NY funds are critical to the success of this project.

No Benefit-Cost Analysis (“BCA”) is required since these projects generate long-term benefits not captured in the short-term period used for the BCA and may involve no permanent job commitments.

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Financing Uses Amount Financing Sources Amount Percent Construction/Renovation $1,150,000 ESD Grant $772,000 51% Architectural/Engineering/ 82,000 Town Equity 79,200 5% Soft Costs Development Authority of the North Equipment 211,900 150,000 10% Country - Loan* Development Authority of the North Furniture & Fixtures 57,300 150,000 10% Country-Grant Community Bank** 250,000 17% North Country Alliance - Loan*** 50,000 3% Village of Carthage - Loan**** 50,000 3% Total Project Costs $1,501,200 Total Project Financing $1,501,200 100%

** 1% / 20 yrs /second lien on RE *** 4.25%/10 yrs/first lien on RE **** 5%/10 yrs/second lien on RE ***** 5%/10 yrs/second lien on RE

Grantee Contact - Paul Smith, Town Supervisor 414 State Street Carthage, NY 13619 Phone: (315) 493-2771 E-mail: [email protected]. com

Beneficiary Contact - Scott Sauer, Developer 7024 Beech Hill Road Lowville, NY 13367

Project Team - Project Management Arlinda Eggleston Contractor & Supplier Diversity Danah Alexander Environmental Soo Kang

Financial Terms and Conditions:

1. Upon execution of the grant disbursement agreement, the Town will reimburse ESD for all out-of-pocket expenses incurred in connection with the project.

2. The Town will be obligated to advise ESD of any materially adverse changes in its financial condition prior to disbursement.

3. The Town will ensure the contribution of at least a 10% match of the grant amount to

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the Project.

4. Up to $772,000 will be disbursed to Grantee in a lump sum, upon documentation of project costs totaling $1,501,200 and upon completion of the project substantially as described in these materials, assuming that all project approvals have been completed and funds are available. Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses must be incurred on or after December 15, 2017 to be considered reimbursable project costs. Previously expended funds may be applied toward match requirements retroactive to April 10, 2017, when the Restore New York Legislation was enacted.

5. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $772,000, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Town and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

Non-Discrimination and Contract & Supplier Diversity:

ESD’s Non-Discrimination and Contractor & Supplier Diversity policies will apply to this Project. The Grantee shall be required to include minorities and women in any job opportunities created, to solicit and utilize certified Minority-and Women-owned Business Enterprises (“MWBEs”) for any contractual opportunities generated in connection with the Project and shall be required to use Good Faith Efforts (pursuant to 5 NYCRR §142.8) to achieve an overall MWBE Participation Goal of 30% related to the total value of ESD’s funding.

Statutory Basis – Restore NY Communities: The funding was authorized in the 2017-2018 New York State budget and re-appropriated in the 2018-2019 and 2020-2021 New York State budgets. No residential relocation is required as there are no families or individuals residing on the site.

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General Project Plan

Grantee: Village Of Canajoharie (“Canajoharie” or the “Village”)

Beneficiary: Montgomery County (the “County”)

ESD Investment: Two grants of up to $6,500,000 to be used for a portion of the cost of demolition, remediation and rehabilitation costs

Project Location: 68 Church St, Canajoharie, Montgomery County

131-781 – $6,000,000 (Restore NY Round V) AB779 - $500,000 (Restore NY Round IV)

Proposed Project: Demolition and redevelopment of the 554,000 square-foot former Beechnut facility, an abandoned and condemned warehouse space which sits on a 26-acre parcel of land in the heart of the village of Canajoharie, in order to create a 15 acre shovel ready parcel for further redevleopment

Project Type: Demolition and Rehabilitation of an abandoned property

Regional Council: The Mohawk Valley Regional Council has been made aware of this item. The project is consistent with the Regional Plan to restore vibrancy to urban centers.

Background:

Grantee History - The Village of Canajoharie is a small village on the Mohawk River and Erie Canal in Montgomery County. The current population of the Village is approximately 2,300 residents, while the larger geographic Town of Canajoharie has a population of approximately 3,910. Industrial development in the 19th century centered on the Arkell & Smith Sack Factory, which pioneered the development of the paper flour sack during the Civil War. Unfortunately, this industry left the village in the 1950s.

Canajoharie had long been known as the home of the Beech-Nut Factories. Founded in the 1890’s as a small firm that packaged the locally famous smoked ham of a Village resident, the Beech-Nut Packing Company expanded rapidly under founding president Bartlett Arkell to become a major player in the food processing industry. Unfortunately, the Beech-Nut Packing Company relocated to a 550,000 square-foot facility in Florida, NY.

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ESD Involvement - In 2006, the Beech-Nut Factories were severely damaged by floods, and a new facility was required to remain competitive. In 2010, the Beech-Nut Packing Company left Canajoharie and relocated 20 miles away in Florida, NY. In 2013, the entire campus was sold to a would-be developer, who stripped the buildings of valuable materials and left property taxes unpaid. The facility, a central multi-story monolithic structure, still visually and viscerally dominates the community. Restore funding will further the Village’s on-going strategy to build and sustain healthy neighborhoods by leveraging a variety of public and private resources.

Due to the significant financial commitment required to undertake this multi-phased project, the Village applied in October 2016 for Restore NY Round IV funding assistance. In March 2017 the Village was awarded $500,000 to assist in undertaking the project. In December 2017, the Village applied under Restore NY Round V for additional funding assistance and was awarded $6 million.

In response to the threat of accelerating deterioration and the resulting economic impact which affected the entire county, Montgomery County partnered with Canajoharie to assist with environmental permitting and analysis of the site.

Past ESD Support - Funding for the past five years to the Grantee is summarized in the following chart:

Date Start Date End Program Project # Amount (ESD Directors’ (Project Completion: Purpose Approval Date) Contract Expiration)

New York State Capital Grant - Economic Wastewater X751 $650,000 October 18, 2012 December 31, 2017 Development treatment plant Assistance Program improvement.

The Project:

Completion – December 2021

Activity - First the County will demolish and remove hazardous materials for 263,813 square-feet of abandoned and condemned contiguous warehouse space on the east side of the Canajoharie Creek. Following this, the County will advance a wholly differentiated redevelopment schema on the west side of the Canajoharie Creek by

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undertaking the demolition of a 107,912 square-feet of building space that frames Church Street and 187,693 square-feet of deteriorated building structures to the rear of the Church Street buildings on the west side of the creek, the removal of three northernmost bridges spanning Canajoharie Creek, and the retainage of the Warren Truss Access Bridge.

Results - The County will create a 15-acre shovel-ready site with abundant water capacity, wastewater treatment capacity, three-phase power and direct access to the New York State Thruway. Additionally, slightly over 100,000 square-feet of stabilized and remediated building space will be ready for fit-up and economic reuse. The Village tentatively plans to market the eastern portion of the site for industrial/mixed uses. The western side of the site will be a mix of public space, as well as possibly commercial/light industrial uses. Restore NY funds are critical to the success of this project.

Financing Uses Amount Financing Sources Amount Percent Engineering/Oversight $725,000 ESD Grant (#131,781) $6,000,000 84% Demolition 2,721,804 ESD Grant (#AB779) $500,000 7% Abatement 3,703,196 Beneficiary Equity* 650,000 9% Total Project Costs $7,150,000 Total Project Financing $7,150,000 100% *Source of equity is funds from Montgomery County

Grantee Contact - Jeff Baker, Mayor 75 Erie Blvd Canajoharie, NY, 13317 Phone: (518) 673-5512 x 107 E-mail: jbaker@villageof Canajoharie. org

Beneficiary Contact - Ken Rose, Director 9 Park Street Fonda, NY, 12068 Phone: (518) 853-8334 E-mail: [email protected]. us

Project Team - Project Management Jay Vido Contractor & Supplier Diversity Danielle Adams Design & Construction Ethan Morrissey Environmental Soo Kang

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Financial Terms and Conditions:

1. Upon execution of the grant disbursement agreement, the Village will reimburse ESD for all out-of-pocket expenses incurred in connection with the project.

2. The Village will be obligated to advise ESD of any materially adverse changes in its financial condition prior to disbursement.

3. The Village will contribute at least a 10% match of the grant amount to the Project.

4. Up to $6,500,000 will be disbursed to Grantee during the course of the project no more frequently than quarterly, in compliance with ESD’s Design and Construction requirements, assuming that all project approvals have been completed and funds are available. Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses must be incurred on or after October 3, 2016, to be considered reimbursable project costs.

5. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $6,500,000, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Village and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

Environmental Review: The Village of Canajoharie, as lead agency, has completed environmental reviews for the East Side of the Former Beech-Nut Plant project and the West Side of the Former Beech-Nut Plant project pursuant to the requirements of the State Environmental Quality Review Act and the implementing regulations of the New York State Department of Environmental Conservation. These reviews found the projects to be Type I Actions, which would not have a significant effect on the environment. The lead agency issued Negative Declarations for the respective projects on December 4, 2018 and on June 2, 2020. ESD staff reviewed the Negative Declarations and supporting materials and concurs. It is recommended that the Directors make a Determination of No Significant Effect on the Environment.

Due to the buildings’ inclusion in the State and National Registers of Historic Places, ESD has confirmed that the project sponsor consulted with the New York State Office of Parks, Recreation and Historic Preservation (“OPRHP”) pursuant to the requirements of Section 14.09 of the New York State Parks, Recreation and Historic Preservation Law. ESD, OPRHP, Montgomery County and the Village of Canajoharie have agreed that the project will be implemented in accordance with a Letter of Resolution (“LOR”) for the redevelopment of the East Side of the Former Beech-Nut Plant and an LOR for the redevelopment of the West Side of

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the Former Beech-Nut Plant. ESD will ensure that all conditions stipulated in the Letter of Resolutions are met.

Design and Construction: Submission of Payment Requisitions to ESD will be made according to the design and construction disbursement terms which will be outlined in the Grant Disbursement Agreement. ESD reserves the right to inspect the project site to ensure compliance of these terms, monitor project progress, insure work appropriate progress payments are made for work performed, and insure that contractors are paid for work performed.

Non-Discrimination and Contractor & Supplier Diversity: ESD’s Non-Discrimination and Contractor & Supplier Diversity policies will apply to this Project. The Recipient shall be required to include minorities and women in any job opportunities created, to solicit and utilize Minority and Women Business Enterprises (MWBEs) for any contractual opportunities generated in connection with the Project and shall be required to use Good Faith Efforts (pursuant to 5 NYCRR §142.8) to achieve an overall MWBE Participation Goal of 30% related to the total value of ESD’s funding.

Statutory Basis – Restore NY Communities: The funding was authorized in the 2016-2017 New York State budget and re-appropriated in the 2017-2018, 2018-2019, 2019-2020 and 2020-2021 New York State budgets. No residential relocation is required as there are no families or individuals residing on the site.

Attachment: Resolution

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Regional Council Award – Canajoharie (Mohawk Valley Region – Montgomery County) – Village of Canajoharie - Exit 29 Redevelopment/Beechnut RESTORE V & IV – Restore NY Comm 17-18 Capital & Restore New York Comm 16-17 – Determination of No Significant Effect on the Environment

RESOLVED, that based on the material submitted to the Directors with respect to the RESTORE NY V Exit 29 Redevelopment Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

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______Master Page # 295 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 D. City of Schenectady- Downtown Revitalization RESTORE NY IV (AB737) August 20, 2020

General Project Plan Grantee: City of Schenectady (“Schenectady” or the “City”)

ESD Investment: A grant of up to $980,000 to be used for a portion of the cost of construction, renovation, abatement of hazardous materials and demolition of 15 properties

Project Location: Downtown Schenectady*, Schenectady County

*See Schedule A for listing of individual property addresses

Proposed Project: The City of Schenectady will oversee the commercial rehabilitation and reconstruction of 5 properties, residential rehabilitation of 2 properties and demolition of 8 properties, in downtown Schenectady

Project Type: The demolition and redevelopment of 15 properties to revitalize downtown Schenectady

Regional Council: The Capital Regional Council has been made aware of this item. The project is consistent with the Regional Plan to eliminate blight and revitalize downtown areas. Gary McCarthy, Mayor of the City of Schenectady, is an ex-officio member of the Capital Regional Economic Development Council. In conformance with the State’s policy, this individual has recused himself on votes recommending this project.

Background:

Grantee History - The City of Schenectady, population 65,625, is located in eastern New York near the confluence of the Mohawk and Hudson Rivers. After construction of the Erie Canal in the 19th century, Schenectady became an important transportation and trade center, with connection westward to the Great Lakes.

Schenectady became the headquarters of the General Electric Company ("GE") in 1892 and the American Locomotive Company ("ALCO") in 1901. At its height, the two companies employed nearly 60,000 people. Following World War II, locomotive manufacturing began to decline, and ALCO ceased its domestic operations in 1969. While GE still has major operations in the City, currently employing around 4,000, it downsized substantially after GE relocated its headquarters from Schenectady to New York City in the mid-1970s when total employment was 28,000. The profound loss of employment opportunities caused the City to lose nearly a third of its population and much of its tax base.

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Today, the major employers in the City are Rivers Casino and Resort with over 1,100 jobs. The Golub Corporation, which operates over 130 grocery stores under the Price Chopper and Market 32 brand, relocated its headquarters with over 900 employees in 2012. The City also serves as the headquarters for MVP Health Care, a multi-state health insurance company with 900 employees in downtown Schenectady. Ellis Hospital, Union College, and the State of New York with four agencies located in downtown — Gaming Commission, Workers Compensation Board, Justice Center for the Protection of People with Special Needs, and Office of Children and Family Services — are major employers in the City of Schenectady.

ESD Involvement - Schenectady needed to expand its revitalization efforts to parts of the City’s downtown core that remained severely distressed. Housing options are limited, and the City continues to suffer from blight, antiquated infrastructure, and disinvestment.

In October 2016, the City applied under Round IV of the Restore NY program to help close a funding gap in its budget to rehabilitate and reconstruct 5 commercial properties, rehabilitate 2 residential properties and demolish 8 blighted properties, in downtown Schenectady.

The Restore NY project conforms with and complements the goals of the City of Schenectady’s Comprehensive Plan, Schenectady 2020. Rehabilitation of substandard buildings, improved housing options, and downtown revitalization are strategic goals of the Schenectady 2020 plan, and such improvements are specifically outlined in the Plan. In addition, the proposed activities directly align with ongoing collaborative downtown revitalization efforts being undertaken by the City of Schenectady in partnership with Schenectady Metroplex Development Authority (“Metroplex”). All four of the proposed rehabilitation projects are architecturally significant and are designed to complement redeveloped properties that have occurred or are in the works.

Schenectady’s downtown revitalization has generated impressive outcomes as a result of the partnership between the City, Schenectady County, and Metroplex. Metroplex has invested over $193 million since 1999 in downtown projects, leveraging over $1 billion in private investment. Redevelopment has focused on arts, entertainment, culture, and technology. More recently, establishing market-rate housing in the central business district complements the development in the downtown area including the creation of eating and drinking establishments.

Restore NY funding is vital to further development of market-rate rental housing, and

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commercial development in Schenectady’s central business district.

Past ESD Support – The City was the Round IV Downtown Revitalization Initiative winner, and a $980,000 Restore IV grant was approved in February 2017.

Funding for the past five years to the Grantee is summarized in the following chart:

Date Start Date End Program Project # Amount (ESD Directors’ (Project Completion: Purpose Approval Date) Contract Expiration)

Restore NY Comm Capital – Renovation 131,725 $1,800,000 June 27, 2019 December 31, 2024 17-18 & Restoration

The Project:

Completion – March 2020

Activity – The project involved the redevelopment and adaptive reuse of the former Annie Schaffer senior center property located at the southwest corner of Nott Terrace and Eastern Avenue at 101 Nott Terrace. Vacant for more than 10 years, the conversion of the building to 27 market-rate apartments removed blight at a high-profile location proximate to Union College (one block north), Clarkson Graduate School (across the street), and the on-going revitalization of Eastern Avenue.

The $5.7 million project included extensive asbestos and lead paint abatement, replacement of all major building systems, gut rehabilitation of the interior of the facility as well as adding a third floor to the building. The addition not only increased the number of units, but enhanced the aesthetics of the pre-existing, dated masonry façade. A pre-existing enclosed bridge connecting the building with the neighboring Schaffer Heights building was removed.

The Union Inn building, located at 515 Union Street, dates to the 1860s and is listed on the National Register of Historic Places. The building was closed and abandoned in 2014. With the support from Restore NY, local developer Phil Ruggiero, bought the building at 515 Union Street and completed a major renovation. The project was financed by NBT Bank.

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St. Mary’s Campus — church, school convent and rectory — that have now been listed on the New York State and federal historic building registries is one of four deteriorated buildings included in this project. The Convent restoration project included replacement of major building systems, structural repairs, and historic restoration of the interior. Exterior improvements included new storm windows, roofing, and repairs to the fire escape.

764 ½ Eastern avenue is located at the corner of Eastern Avenue and Prospect Street, this was a long-vacant, fire-damaged structure that required a gut renovation. The Land Bank acquired the property after a municipal foreclosure and sold it to the developer for renovation. The property was renovated to house Mangino’s Gourmet Market, an Italian bistro/deli.

The former Castelo’s at 183 Nott Terrace was completely demolished and completely rebuilt. The grantee is currently seeking a tenant or buyer.

600 Liberty was renovated. This project retained approximately 500 Fluor employees (formerly Bechtel) in downtown Schenectady. The total private investment was $5.9 million.

Seven severely blighted properties were demolished with Restore NY funding at a total investment of $739,506. Four (4) properties were demolished by the Capital Region Land Bank and Metroplex: 1101 Barrett Street, 729 State Street, 608 Smith Street, and 219 Nott Terrace. The Community Builders, Inc. demolished the three remaining properties: 759 Albany Street, 834 Albany Street and 288 Paige Street as part of a $40 million, phase 2 project to build 85 high-quality affordable housing units on Albany Street. One planned demolition did not occur at 845 Eastern Avenue as the property was instead renovated by a private developer. This developer also purchased a former zombie property that was renovated by the Land Bank

Results – The Schenectady Restore IV project allowed fifteen important projects along the City of Schenectady’s mixed-use corridors connecting our neighborhoods to downtown to move forward. In total, seven severely blighted buildings were demolished while eight buildings were preserved and enhanced.

The Restore funding resulted in $13.6 million in new investment, of which $11.6 million was from the private sector. Indirect investment in the surrounding corridor includes over $64 million in new mixed-use construction, with approximately 140 new quality affordable units of housing and the preservation of important buildings, some on the national and state historic register.

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No Benefit-Cost Analysis (“BCA”) is required since these projects generate long-term benefits not captured in the short-term period used for the BCA and may involve no permanent job commitments.

Financing Uses Amount Financing Sources Amount Percent Construction/Renovation $6,711,692 ESD Grant $980,000 7% Hazardous 6,143,986 City Equity 11,619,932 85% Materials/Abatement Demolition 739,506 Metroplex Grant 626,095 5% Land Bank Grant 369,157 3% Total Project Costs $13,595,184 Total Project Financing $13,595,184 100%

Grantee Contact - Kristin Diotte, Director of Development Schenectady City Hall, 105 Jay Street, Room 14 Schenectady, New York 12305 Phone: (518) 382-5199 E-mail: KDiotte@schenectadyny. gov

Project Team - Project Management Meghan Ferrelli Contractor & Supplier Diversity Danielle Adams Environmental Soo Kang

Financial Terms and Conditions:

1. Upon execution of the grant disbursement agreement, the City will reimburse ESD for all out-of-pocket expenses incurred in connection with the project.

2. The City will be obligated to advise ESD of any materially adverse changes in its financial condition prior to disbursement.

3. The City will contribute at least a 10% match of the grant amount to the Project.

4. Up to $980,000 will be disbursed to Grantee, no more frequently than quarterly, during the course of the project, as each individual project, or group of projects, is completed for construction and/or demolition work. Completion will be evidenced by a Certificate of Completion and/or a Certificate of Occupancy. Disbursements will be made in proportion to ESD’s funding share, assuming that all project approvals have been completed and funds are available. The final ten percent (10%) of the Grant shall not be disbursed by ESD until all of the tasks and reports required have been completed to ESD's satisfaction. General Project Plan. Expenses must be incurred on or after October

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3, 2016 to be considered reimbursable project costs.

5. Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses must be incurred on or after October 3, 2016, to be considered reimbursable project costs. Previously expended funds may be applied toward match requirements retroactive to June 23, 2006 when the Restore New York Legislation was enacted.

6. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $980,000 for this project if ESD determines that the reallocation of the assistance would better serve the needs of the City and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

Environmental Review: ESD staff has determined that the projects at 826.5 Eastern Avenue, 515 Union Street, 600 Liberty Street, and 739, 764.5 and 845 Eastern Avenue constitute Type II actions as defined by the New York State Environmental Quality Review Act (“SEQRA”) and the implementing regulations of the New York State Department of Environmental Conservation. No further environmental review is required in connection with these projects.

For the renovation projects at 101 and 183 Nott Terrace, the demolition projects at 729 State Street, 1101 Barrett Street and 608 Smith Street, and the demolition and affordable housing development project at 288 Paige Street and 759 and 834 Albany Street, the Schenectady Metroplex Development Authority, as lead agency, completed environmental reviews pursuant to the requirements SEQRA. These reviews found the projects to be Unlisted Actions, which would not have a significant effect on the environment. The lead agency issued Negative Declarations for the respective projects on February 15, 2017, October 24, 2017, May 16, 2018, and May 10, 2018. ESD staff reviewed the Negative Declarations and supporting materials and concurs. It is recommended that the Directors make a Determination of No Significant Effect on the Environment.

For the demolition project at 219 Nott Terrace, ESD staff has determined that, although the funding of this project by ESD may constitute an “action” as defined by SEQRA, the project itself has been previously completed. ESD’s action in the funding decision will not alter the adverse environmental impacts, if any, of the project as completed. ESD staff accordingly believes that funding the completed project will not have any significant adverse impacts on the environment. Therefore, it is recommended that the Directors make a Determination of No Significant Effect on the Environment.

Due to the listing of the buildings at 826.5 Eastern Avenue and 515 Union Street in the New

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York State and National Registers of Historic Places, ESD has confirmed that the project sponsor consulted with the New York State Office of Parks, Recreation and Historic Preservation pursuant to the requirements of Section 14.09 of the New York State Parks, Recreation and Historic Preservation Law. No further consultation is required.

Non-Discrimination and Contract & Supplier Diversity: ESD’s Non-Discrimination and Contractor & Supplier Diversity policies will apply to this Project. The Recipient shall be required to include minorities and women in any job opportunities created, to solicit and utilize Minority and Women Business Enterprises (MWBEs) for any contractual opportunities generated in connection with the Project and shall be required to use Good Faith Efforts (pursuant to 5 NYCRR §142.8) to achieve an overall MWBE Participation Goal of 30% related to the total value of ESD’s funding.

Statutory Basis – Restore NY Communities: The funding was authorized in the 2016-2017 New York State budget and reappropriated in the 2017-2018, 2018-2019, 2019-2020 and 2020-2021 New York State budgets. No residential relocation is required as there are no families or individuals residing on the site.

Attachments: Resolution Schedule A: Project Properties Table Schedule B: Project Map

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Schenectady (Capital Region – Schenectady County) – Schenectady Metroplex – Restore NY Comm 16-17 Capital – Determination of No Significant Effect on the Environment

RESOLVED, that based on the material submitted to the Directors with respect to the City of Schenectady Restore IV Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

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______Master Page # 303 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Schedule A - Property Addresses

______Master Page # 304 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Schedule B - Project Map

______Master Page # 305 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 E. Village of Sylvan Beach – Sylvan Beach 13 Canal Street RESTORE IV (AB777) August 20, 2020

General Project Plan

Grantee: Village of Sylvan Beach (“Sylvan Beach”) or the “Village”)

ESD Investment: A grant of up to $500,000 to be used for a portion of the cost of construction and renovation

Project Location: 13 Canal Street, Sylvan Beach, Oneida County

Proposed Project: Restoration of 13,850 square-feet of Yesterday’s Royal (the “Royal”) building including renovations to the building’s foundation and repairs to the roof, windows and flooring.

Project Type: The rehabilitation of a property to revitalize a neighborhood and boost tourism as part of the City’s master plan

Regional Council: The Mohawk Valley Regional Council has been made aware of this item. The project predates the Regional Council Initiative. The project is consistent with the Regional Plan to support the renewal of communities while preserving and building on existing resources.

Background:

Grantee History – The Village of Sylvan Beach saw its initial growth in the 1870s as New York State’s water transportation network became dependent on the Oneida Lake and Erie Canal systems with tugs and barges utilizing the waterways and making Sylvan Beach an active canal port. In the 1880’s and 90’s hotels and two amusement parks brought in thousands of tourists as the Village became known as the “Coney Island of Central New York.” By 1928 the Erie/Barge Canal increased water-borne commerce and pleasure-boat traffic. After many years of ups and downs, the Village formally incorporated in 1971, giving the Village the autonomous rule needed to control its own destiny. As a result, many new projects and improvements were made. New life was breathed into the community and with continued upgrades to the beachfront, marinas, campgrounds and amusement park, Sylvan Beach is once again becoming a place for family fun.

ESD Involvement – In order to restore the historic former restaurant Yesterday’s Royal building into a safe structure, major repair of its’ foundation roof, windows and floors was needed. The building is over 100 years old and was neglected for many years prior to the current owner’s purchase. The rehabilitation of the Royal is consistent with the Village’s Local Waterfront Restoration Plan and will increase foot traffic, draw tourists and inject revenue into the Village. Due to the nature of the repairs and the cost estimates provided

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for the work, the project would not be financially feasible without support from ESD. The Village applied for RESTORE NY funds in September 2016 and was awarded in March 2017. Restore IV funding will further the City’s on-going strategy to build and sustain healthy neighborhoods by leveraging a variety of public and private resources.

Past ESD Support - This is the Sylvan Beach’s first project with ESD.

The Project:

Completion – June 2020

Activity – The vacant Yesterday’s Royal restaurant, a 13,850 square-foot building, will be preserved and restored to maintain its original look and nostalgic feel. The rehabilitation addresses recreational needs and tourism goals in the community which is experiencing a new resurgence in business growth, and which will act as a link to bond all future improvements to the waterfront.

Results – The rehabilitation and restoration of the Yesterday’s Royal building, adjacent to the Village’s main street, amusement park, canal boat access and free public beach, will bring back one of the premier tourist attractions to the area. The opening of the restaurant and dining room will result in positive economic and community development and will in turn re-energize the commercial resort district.

Financing Uses Amount Financing Sources Amount Percent Construction/Renovation $500,000 ESD Grant $500,000 90% Architectural/Engineering/ 50,000 Village Equity 50,000 10% Soft Costs Total Project Costs $550,000 Total Project Financing $550,000 100%

Grantee Contact - Wanda Durant, Village Clerk-Treasurer 808 Marina Drive Sylvan Beach, NY 13157 Phone: (315) 762-4844 E-mail: vsbclerk@cnymail. com

Project Team - Project Management Anna Franzini Contractor & Supplier Diversity Danielle Adams Environmental Soo Kang

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Financial Terms and Conditions:

1. Upon execution of the grant disbursement agreement, the Village will reimburse ESD for all out-of-pocket expenses incurred in connection with the project.

2. The Village will be obligated to advise ESD of any materially adverse changes in its financial condition prior to disbursement.

3. “The Village will ensure the contribution of at least a 10% match of the grant amount to the Project.

4. Up to $500,000 will be disbursed to Grantee in a lump sum upon documentation of project costs totaling $550,000 and upon completion of the project substantially as described in these materials, and as evidenced by a certificate of occupancy, assuming that all project approvals have been completed and funds are available. Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses must be incurred on or after October 3, 2016 to be considered eligible project expenditures.

5. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $500,000, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Village and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

Environmental Review: ESD staff has determined that, although the funding of this project by ESD may constitute an “action” as defined by the State Environmental Quality Review Act, the project itself has been previously completed. ESD’s action in the funding decision will not alter the adverse environmental impacts, if any, of the project as completed. ESD staff accordingly believes that funding the completed project will not have any significant adverse impacts on the environment. Therefore, it is recommended that the Directors make a Determination of No Significant Effect on the Environment.

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Attachment: Resolution

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Sylvan Beach (Mohawk Valley Region – Oneida County) – Village of Sylvan Beach – Sylvan Beach 13 Canal Street RESTORE NY IV – Determination of No Significant Effect on the Environment

RESOLVED, that based on the material submitted to the Directors with respect to the Sylvan Beach 616 Main Street - RESTORE IV Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

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______Master Page # 310 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 «Projects_Name» «Projects_Town» «Projects_County» County Ausable - RESTORE III - Ausable Horse Nail Company Complex Ausable Clinton County

Restore New York Communities Initiative Projects Map

A. Town of Wilna - Dock Street E. Village of Sylvan Beach – Sylvan Beach Rehabilitation RESTORE NY V 13 Canal Street RESTORE IV (AB777) (131,748) Sylvan Beach Wilna Oneida County Jefferson County

B./C. Village of Canajoharie - Exit 29 Redevelopment/Beechnut RESTORE V & IV (131,781 AB779) Warsaw Montgomery County

D. City of Schenectady- Downtown Revitalization RESTORE NY IV Schenectady Schenectady County

______Master Page # 311 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 FOR CONSIDERATION August 20, 2020

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Mission Statement and Related Performance Measures

REQUEST FOR: Re-Examination of Mission Statement and Related Performance Measures

I. Background

In accordance with the Public Authorities Law (the “PAL”), Empire State Development (“ESD”) adopted the following mission statement and related performance measures to help ESD determine how well it is carrying out its mission. Furthermore, pursuant to the PAL, ESD must re-examine its mission statement and related performance measures annually to ensure that its mission has not changed, and the performance measures continue to support its mission. To assist you in your review, the mission statement and related performance measures are set forth below.

Mission Statement

The mission of Empire State Development (“ESD”) is to promote a vigorous and growing state economy, encourage business investment and job creation, and support diverse, prosperous local economies across New York State through the efficient use of loans, grants, tax credits, real estate development, marketing and other forms of assistance.

To support our economic development mission, ESD:

 invests strategically in infrastructure, innovation, place-making and revitalization, tradable sectors and workforce development;  is transparent and responsive to the needs of diverse communities across the state through the active participation of the Regional Councils;  supports the retention and health of existing businesses, the retention of populations, and the development of new businesses and industries that will contribute to the development of the 21st century economy;  promotes equality of economic opportunities for minority- and women-owned businesses (“MWBEs”);  provides early-stage support for new ventures, including the research and development of new technologies; and

______Master Page # 312 of 349 - NYS Urban Development Corporation Meeting 8/20/2020  strengthens New York State’s innovation-based economy through partnerships with our acclaimed universities, promoting entrepreneurialism through the development of incubators and next-generation manufacturing and technology hubs across the state.

Performance Measures

 Customers served and the types of assistance provided;  The number of jobs committed to be retained and created, and the amount of investment awarded and leveraged;  The number of jobs ultimately created or retained related to ESD assistance;  The number of jobs retained and created, and leveraged investment by region and industry; and  Utilization of certified MWBEs in ESD procurement.

II. Requested Action

The Directors are requested to confirm their re-examination of the mission statement and related performance measures in accordance with the PAL.

III. Recommendation

Based upon the foregoing, I recommend no further amendments to the mission statement and related performance measures.

Attachment Resolution

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NEW YORK STATE URBAN DEVELOPMENT CORPORATION D/B/A EMPIRE STATE DEVELOPMENT – Mission Statement and Related Performance Measures – Re- Examination of Mission Statement and Related Performance Measures ______

WHEREAS, New York State Public Authorities Law §2824-a requires each authority to re- examine its mission statement and performance measures annually, therefore

BE IT RESOLVED, that the Directors hereby confirm that they have re-examined the mission statement and performance measures as previously adopted and recommend no further amendments.

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TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Land Bank Program

REQUEST FOR: Approval of Land Bank Application and Authorization to Take All Related Actions ______

I. Background

New York State’s Land Bank Program (the “Program”) was established with enactment of Article 16 of the New York State Not-for-Profit Corporation Law (the “Act”). The Legislative intent of the Act found and declared that New York’s communities are important to the social and economic vitality of the state and that whether urban, suburban or rural; many communities are struggling to cope with vacant, abandoned and tax delinquent properties.

In order to combat the problem of vacant and abandoned properties, the Act permits local communities on their own, or together through the execution of intergovernmental agreements, to create not-for-profit corporation land banks to be utilized to facilitate the return of vacant, abandoned and tax-delinquent properties to productive use. The primary focus of land bank operations is the acquisition of real property that is tax delinquent, tax foreclosed, vacant and/or abandoned, and to use the tools of the Act to eliminate the harms and liabilities caused by such properties.

Pursuant to Section 1603 of the Act, the creation of a land bank is conditioned upon approval of the New York State Urban Development Corporation d/b/a Empire State Development (‘ESD”).

II. The Program Guidelines

ESD’s role in this initiative is to approve applications from municipalities seeking to create land banks in their communities. Pursuant to the Act, the number of land banks state-wide was initially limited to ten, but after several amendments, the number has been expanded to thirty- five. At its November 2011 Board meeting, the Directors approved guidelines for the Program which set forth the application process, eligibility criteria, evaluation criteria, the approval process and other terms and conditions regarding approval of applications (the “Guidelines”).

______Master Page # 315 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Pursuant to the Guidelines, ESD moved forward with approving applications in multiple rounds from interested municipalities. The first round of applications were received by March 30, 2012 and as a result, five applicants were approved by the ESD Board at its meeting in May of 2012. Second Round applications were received by January 30, 2013 and as a result, three additional applications were approved. Since that time, ESD has opened the application process and has approved seventeen additional land banks for a total of twenty-five to date. ESD will continue to accept land bank applications until approval of the maximum number of land banks in New York is achieved.

III. Recommendation

The Guidelines adopted by ESD cite the criteria in which ESD evaluated the applications. In general, the factors can be broken down into three categories: 1) the level of intergovernmental cooperation; 2) the need for a land bank; and 3) the likely success of the land bank as proposed. Based on staff review, it is recommended that the application submitted by Dutchess County and the City of Poughkeepsie be approved.

The application has shown strong municipal cooperation, both direct financial and in-kind support to be provided by the County and the City and has demonstrated a significant problem with vacant properties in the community. Based on the foregoing, the applicant has made a strong case that the land bank will be successful in its communities.

IV. Environmental Review

Pursuant to the State Environmental Quality Review Act (“SEQRA”), Article 8 of the Environmental Conservation Law and its implementing regulations (6 NYCRR Part 617), and in connection with the previous approval of land bank applications, the Directors made a Determination of No Significant Effect on the Environment at their meeting of May 17, 2012. This determination addressed all aspects of the proposed action. Therefore, no further environmental review is required in connection with this action.

V. Requested Actions

The Directors are requested to: 1) pursuant to Section 1603 of the Act, approve the creation of a land bank based on the application submitted by Dutchess County and the City of Poughkeepsie; and 2) take all related actions.

VI. Recommendation

Based upon the foregoing, I recommend approval of the requested actions.

Attachment Resolution

2 ______Master Page # 316 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 August 20, 2020

Land Bank Program – Approval of Land Bank Application and Authorization to Take All Related Actions ______

RESOLVED, that on the basis of the materials (the “Materials”) presented at this meeting, a copy of which is hereby ordered filed with the records of the New York State Urban Development Corporation d/b/a Empire State Development (the “Corporation”), relating to the Land Bank Program (the “Program”), the Corporation hereby approves creation of a land bank by Dutchess County and the City of Poughkeepsie for the purposes and substantially in the form set forth in the Materials, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate; and be it further

RESOLVED, that President and Chief Executive Officer Designate or his designee(s) be, and each of them hereby is, authorized in the name of and on behalf of the Corporation to execute and deliver any and all documents and to take all actions as may be necessary or proper to effectuate the foregoing resolution.

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3 ______Master Page # 317 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 FOR CONSIDERATION August 20, 2020

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Large-Scale Construction Projects – Diversity Compliance

REQUEST FOR: Authorization to Enter into an Amendment to the Letter Agreement with the Metropolitan Transportation Authority Construction and Development Company and the New York State Thruway Authority Regarding Diversity Compliance and Other Related Services; and Authorization to Take Related Actions ______

AGREEMENT NEEDS AND JUSTIFICATION

I. Agreement Summary

Payee: New York State Metropolitan Transportation Authority Construction and Development Company (“MTA C&D”)

Scope of Services: Time and services of personnel experienced in meeting and monitoring Diversity Goals in connection with large-scale construction and infrastructure development projects as necessary to assist ESD and its subsidiaries

Original Agreement Term: August 16, 2019 through August 13, 2020

Proposed Amendment One year through August 13, 2021 with the option to renew Term: the engagement for up to one additional year

Original Agreement Amount: Not to exceed $ 132,060

Proposed Amendment Amount: Not to exceed $ 317,940 ($158,970 each year)

New Proposed Total Agreement Amount: Not to exceed $450,000

Funding Source(s): ESD Corporate and allocation to ESD subsidiary funding as appropriate.

______Master Page # 318 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 II. Background

ESD and its subsidiaries initiated several transformational, large-scale construction and infrastructure development projects, such as the expansion of the Jacob K. Javits Convention Center, the Javits Transformer Project, the Moynihan Redevelopment Project, and Belmont Park Arena Development. The completion of these major projects will transform their respective communities and tremendously enhance the New York State economy. The original agreement among ESD, MTA C&D and New York State Thruway Authority, which commenced on August 16, 2019, for $132,060 did not require board approval. The agreement provides for certain MTA C&D services to be shared among the three authorities. Increasing the agreement value and extending the term of the agreement will ensure that ESD has the specialized services needed to support ESD’s diversity Compliance and other related Services.

III. Agreement Justification and Scope of Work

Large-scale and design-build construction projects face significant challenges to successfully meeting New York State (“State”) Executive Law Articles 15-A and 17-B goals for participation by New York State certified minority, women and disabled veteran owned businesses (“Diversity Goals”). ESD’s Office of Contractor and Supplier Diversity (“OCSD”) does not have sufficient resources to provide adequate oversight and compliance assistance that is required to ensure that contractors for such large-scale construction projects meet or exceed the Diversity Goals.

ESD does not often manage construction projects of this size and scope. As a result, ESD substantially benefits from the knowledge and support of a State entity experienced with meeting Diversity Goals on these types of projects.

To address this need, the MTA C&D was identified as the State agency possessing the best experience, skills and personnel to successfully aid ESD in achieving and overseeing Diversity Goals for its large-scale construction projects, which now are a significant part of ESD’s role as the State’s chief economic development entity.

The MTA C&D, like ESD, is a New York State public authority and is familiar with New York State laws applicable to Diversity Goals and the Minority and Women Owned Business Enterprises (“MWBE”) and Service-Disabled Veteran-Owned Business (“SDVOB”) programs. The MTA C&D has extensive experience in managing Diversity Goals in all phases of State government procurement, development, design, and construction of large-scale construction projects within the State. ESD would benefit greatly from the MTA C&D’s extensive experience and its diversity compliance services help ESD’s contractors meet the Diversity Goals on ESD’s large construction projects.

The MTA C&D would lend ESD the time and services of personnel experienced in meeting Diversity Goals for these large construction projects, which would include an experienced Diversity Compliance Manager. From time to time, ESD and the MTA C&D will determine which

2 ______Master Page # 319 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 ESD and subsidiary construction projects require the MTA C&D’s assistance. The MTA C&D will support ESD with several tasks, including assisting contractors in utilizing relevant State databases of certified MWBE and SDVOB companies, reviewing utilization plans submitted by contractors, assisting with structuring trade packages in a manner that ensures optimum opportunities for MWBE and SDVOB companies, and tracking and monitoring of utilization reports submitted by contractors to facilitate compliance with State Executive Law Articles 15-A and 17-B.

The MTA C&D will staff and provide the services of an experienced Diversity Compliance Manager who will be responsible for coordinating, supervising, and/or performing Personal Services on behalf of ESD and its subsidiaries. Personal Services include, but are not limited to, review of utilization plans submitted by appropriate contractors, assisting contractors in utilizing relevant state databases of certified MWBE & SDVOBs, assistance in procurement of trade packages to ensure optimum opportunity for MWBE and SDVOB, tracking and monitoring or utilization reports submitted by contractors, and ensuring compliance with Executive Law Articles 15-A and 17-B.

IV. Agreement Term, Price and Funding

The original term was August 16, 2019 through August 13, 2020. This amendment will extend the agreed term for one-year from August 14, 2020 through August 13, 2021 and provide authorization for the President or Chief Financial Officer (“CFO”) to extend an additional year through August 13, 2022. The price has been determined by calculating the percentage of salary that is equivalent to labor costs, including salary, plus fringe benefits of time spend on ESD projects. ESD would reimburse the MTA C&D for the use of its personnel, as well as any additional direct and indirect costs the MTA C&D may incur to support ESD and its subsidiaries on a time and materials basis. Such additional costs may include fees paid to third-party experts and consultants retained by the MTA C&D to assist ESD. The amended agreement would limit the maximum amount for which ESD would reimburse the MTA C&D up to $450,000 for a period not to exceed three years, inclusive of the initial term of the agreement. In turn, ESD may be reimbursed for the MTA C&D’s services by its subsidiaries or project general funds.

V. Environmental Review

ESD staff has determined that the requested authorization to enter into an amended agreement with the MTA C&D constitutes a Type II action as defined by the New York State Environmental Quality Review Act and the implementing regulations of the New York State Department of Environmental Conservation. No further environmental review is required in connection with this authorization.

VI. Non-Discrimination and Contractor & Supplier Diversity

Pursuant to New York State Executive Law Articles 15-A and 17-B, ESD recognizes its obligation under the law to promote opportunities for maximum feasible participation of

3 ______Master Page # 320 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 certified minority-and women-owned business enterprises (MWBEs) and service-disabled veteran-owned businesses (SDVOBs) in the performance of ESD projects and procurements. The ESD Office of Contractor and Supplier Diversity has reviewed the project and has determined that there exists no potential for MWBE or SDVOB participation. As such, participation goals will not be established or required.

VII. Requested Action

The Directors are requested to (1) authorize the Corporation to Amend a Letter Agreement with the MTA C&D and the New York State Thruway Authority for one-year, effective as of August 14, 2020, nunc pro tunc, (2) authorize the President or CFO to extend an additional year, for an amount of $158,970 annually for a total amended agreement amount not to exceed $450,000 on the terms and conditions set forth in these Materials; and (3) to take all related actions.

VIII. Recommendation

Based on the foregoing, I recommend approval of the requested actions.

Attachments Resolutions

4 ______Master Page # 321 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 August 20, 2020

NEW YORK STATE URBAN DEVELOPMENT CORPORATION d/b/a EMPIRE STATE DEVELOPMENT – Large-Scale Construction Projects – Diversity Compliance - Authorization to Enter into an Amendment to the Letter Agreement with the Metropolitan Transportation Authority Construction and Development Company and the New York State Thruway Authority Regarding Diversity Compliance and Other Related Services; and Authorization to Take Related Actions ______

BE IT RESOLVED, that the Corporation is hereby authorized to amend the letter agreement with the Metropolitan Transportation Authority Construction and Development Company (“MTA C&D”) and the New York State Thruway Authority for an additional amount not to exceed $317,940 ($158,970 annually) for a total amended agreement amount not to exceed $450,000 for the purposes and services, and substantially on the terms and conditions, set forth in the Materials; and be it further.

RESOLVED, that the President and Chief Executive Officer Designate of the Corporation or his designee be, and each of them hereby is, authorized to take such action and execute such documents as may be necessary or appropriate to carry out the foregoing resolution.

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______Master Page # 322 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 FOR CONSIDERATION August 20, 2020

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: New York City (New York County) – Empire Station Complex Project

REQUEST FOR: Authorization to Amend a Contract With FX Collaborative Architects LLP for Architectural, Planning and Design Guidelines services and Authorization to Take Related Actions

CONTRACT NEEDS AND JUSTIFICATION

I. CONTRACT SUMMARY

Consultant: FX Collaborative Architects LLP (“FX Collaborative”)

Scope of Services: Architectural, Planning and Design Guidelines services in connection with the Empire Station Complex District

Contract Term: February 2020 through August 2021

Contract Amount: Original Amount: Not to exceed $-590,000($587,253.26 + $2,746.74 contingency) Proposed First Amendment Amount: $127,000 Total Contract Amount after the First Amendment: Not to Exceed $717,000

Funding Source: A New York State budget appropriation and cost sharing letters to be entered into with participating developers whose properties are within the Project area.

II. BACKGROUND

In his 2020 State of the State address in early January, Governor Andrew M. Cuomo announced an action plan for transforming Penn Station and the area around it into the Empire Station Complex. The plan would provide critical improvements to the existing Penn Station, integrate it with the soon-to-be completed Moynihan Train Hall and redevelop the block south of Penn Station to create an expanded, remodeled and interconnected commuter rail and subway

______Master Page # 323 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 complex. The plan creates new, larger terminals and will increase platform capacity by 40 percent - addressing the underlying and most critical problem at the busiest transit hub in the Western Hemisphere. The plan also would catalyze opportunities for development around Penn Station to create a new economic engine for the city and state and a funding stream to help finance improvements to the transportation facility.

Penn Station serves more passengers than John F. Kennedy, LaGuardia, and Newark Airports combined. Every day, more than 650,000 passengers are forced to navigate the station's narrow underground labyrinth, which notoriously has been devoid of natural light, consistent wayfinding, and sufficient waiting areas since the original Pennsylvania Station was demolished over a half century ago. This transformational plan greatly will improve passenger circulation, decrease passenger and train congestion, and again allow natural light into the complex. All these improvements will facilitate access into, and egress out of the new Empire Station Complex, thereby increasing safety and security for the hundreds of thousands of people who travel through the facility daily.

The proposed project would be achieved through the creation of a new business-transit development district that would transform antiquated and underutilized buildings into a new economic engine for New York. The district would include a value-capture framework which would combine Payments In Lieu of Taxes (“PILOTs”) and income from new commercial development in the district to help fund Penn Station's revitalization, create public realm improvements and enhance the quality of life for New Yorkers, visitors and commuters. The new district around the Empire Station Complex will be incorporated in a General Project Plan (“GPP”) that is expected to be presented to the Empire State Development (“ESD”) Directors upon completion of a Draft Environmental Impact Statement (“DEIS”) in accordance with the State Environmental Quality Review Act (“SEQRA”).

III. SCOPE OF WORK

Base Contract: FX Collaborative will provide architectural and planning services related to the Empire Station Complex including, but not limited to the following tasks:

 Creating a conceptual development plan for Block 780;  Assisting ESD in developing an overall development plan for the area around the Empire Station Complex for the proposed GPP, including but not limited to site massings and public improvements; and  Developing Design Guidelines for the district

The amendment will modify the Contract Scope of Work to add the following tasks:

 Creating conceptual development plans for Blocks 754 and 806  Creation of project renderings and views required for the DEIS

2 ______Master Page # 324 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 This work will be used in the development of urban design studies in the DEIS and the proposed GPP.

IV. CONSULTANT SELECTION PROCESS

In May 2017, ESD placed an advertisement in the New York State Contract Reporter requesting proposals for real estate development and planning related consulting firms with expertise in the following practice areas: 1) Real Estate Planning and Advisory Services, 2) Financial and Economic Analysis, 3) Architecture and Design, 4) Construction and Engineering, 5) Phase I Environmental Site Assessment, 6) Environmental Review, 7) Infrastructure Advisory Services, 8) Transportation Planning, 9) Historic Preservation and Adaptive Reuse, 10) Surveyors, 11) Community Engagement. After reviewing all responses, including a response by FX Collaborative, ESD staff recommended, and August 2017ESD Directors approved, a Pre- Qualified Consultant List, which included FX Collaborative in the practice area of Architecture and Design services.

For this engagement, ESD staff solicited bids for Architecture and Design services in connection with the above scope of work from seven pre-qualified Architectural and Design firms, including FX Collaborative. Of the seven firms that received the scope of work, three firms responded. After review of the responses, an ESD committee of real estate and planning staff reviewed and scored the proposals in accordance with the selection criteria for the engagement.

V. RESPONSIBLE PARTY

Pursuant to State Finance Law Section 163 and the Corporation’s policy related thereto, staff has: (a) considered FX Collaborative’s ability to perform the services provided for in the proposed contract; and (b) consulted the list of offerers determined to be non-responsible bidders and debarred offerers maintained by the New York State Office of General Services. Based on the foregoing, staff considers FX Collaborative to be responsible.

VI. ENVIRONMENTAL REVIEW

Staff has determined that the proposed amendment constitutes a Type II action as defined by SEQRA and the implementing regulations for the New York Department of Environmental Conservation. No further environmental review is required in connection with this authorization.

VII. NON-DISCRIMINATION AND CONTRACTOR & SUPPLIER DIVERSITY

ESD’s Non-Discrimination and Contractor & Supplier Diversity policies will apply to this Project. The Contractor shall be required to include minorities and women in any job opportunities created, to solicit and utilize Minority and Women-owned Business Enterprises (“MWBEs”) and Service-Disabled Veteran-owned Businesses (“SDVOBs”) for any contractual opportunities generated in connection with the Project and shall be required to use Good Faith Efforts

3 ______Master Page # 325 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 (pursuant to 5 NYCRR §142.8 and 9 NYCRR § 252.2(m)) to achieve an overall MWBE Participation Goal of 9 related to the total value of ESD’s funding.

VIII. REQUESTED ACTIONS

The Directors are asked to: authorize ESD to amend the contract with FX Collaborative for work associated with the Empire Station Complex District, in an amount not to exceed $714,000

IX. RECOMMENDATION

Based on the foregoing, I recommend approval of the requested actions.

X. ATTACHMENT

Resolutions

4 ______Master Page # 326 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 August 20, 2020

NEW YORK STATE URBAN DEVELOPMENT CORPORATION D/B/A EMPIRE STATE DEVELOPMENT – New York City (New York County) – Empire Station Complex Project - Authorization to Amend a Contract With FX Collaborative Architects LLP for Architectural, Planning and Design Guidelines services and Authorization to Take Related Actions

RESOLVED, that in accordance with the materials presented to this meeting, a copy of which is hereby ordered to be filed with the records of the Corporation (the “Materials”), the Corporation hereby finds FX Collaborative Architects LLP (“FX Collaborative”), to be responsible; and be it further

RESOLVED, that the Corporation is hereby authorized to amend the contract with FX Collaborative to increase the maximum contract amount by $127,000 for up to $714,000 including expenses, for the purposes and services, and substantially on the terms and conditions, as set forth in the Materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

RESOLVED, that the President and Chief Executive Officer Designate and his designee(s) be, and each of them hereby is, authorized and directed, in the name and on behalf of the Corporation to execute and deliver any and all documents and to take all such actions as may be necessary or appropriate to effectuate the foregoing.

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5 ______Master Page # 327 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 FOR CONSIDERATION August 20, 2020

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: New York City (New York County) – Empire Station Complex Project

REQUEST FOR: Authorization to Amend a Contract With VHB Engineering, Surveying, Landscape Architecture and Geology, P.C. for a Neighborhood Conditions Study and Authorization to Take Related Actions

CONTRACT NEEDS AND JUSTIFICATION

I. CONTRACT SUMMARY

Consultant: VHB Engineering, Surveying, Landscape Architecture and Geology, P.C. (“VHB”)

Scope of Services: Neighborhood Conditions Study in connection with the Empire Station Complex District

Contract Term: February 2020 through August 2021

Original Amount: Not to exceed $221,900 Proposed Amendment Amount: $37,200 Total Contract Amount after Amendment: Not to Exceed $259,100

Funding Source: A New York State budget appropriation and cost sharing letters to be entered into with participating developers whose properties are within the Project area.

II. BACKGROUND

______Master Page # 328 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 complex. The plan creates new, larger terminals and will increase platform capacity by 40 percent - addressing the underlying and most critical problem at the busiest transit hub in the Western Hemisphere. The plan also would catalyze opportunities for development around Penn Station to create a new economic engine for the city and state and a funding stream to help finance improvements to the transportation facility.

III. SCOPE OF WORK

Base Contract: VHB is conducting a Neighborhood Conditions Study to understand the prevalence of blight conditions in the surrounding area of Penn Station. The findings of the study will allow ESD to determine how to proceed with development around Penn Station.

The new amendment will involve the following changes:

 the addition of several areas of analysis, including: Energy efficiency/accessibility, environmental conditions and additional analysis of Penn Station conditions  the expansion the economic conditions study scope.

IV. CONSULTANT SELECTION PROCESS

2 ______Master Page # 329 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Economic Analysis, 3) Architecture and Design, 4) Construction and Engineering, 5) Phase I Environmental Site Assessment, 6) Environmental Review, 7) Infrastructure Advisory Services, 8) Transportation Planning, 9) Historic Preservation and Adaptive Reuse, 10) Surveyors, 11) Community Engagement. After reviewing all responses, including a response by VHB, ESD staff recommended, and August 2017, ESD Directors approved, a Pre-Qualified Consultant List, which included VHB in the practice area of Real Estate Planning and Consulting services.

V. RESPONSIBLE PARTY

Pursuant to State Finance Law Section 163 and the Corporation’s policy related thereto, staff has: (a) considered VHB’s ability to perform the services provided for in the proposed contract; and (b) consulted the list of offerers determined to be non-responsible bidders and debarred offerers maintained by the New York State Office of General Services. Based on the foregoing, staff considers VHB to be responsible.

VI. ENVIRONMENTAL REVIEW

VII. NON-DISCRIMINATION AND CONTRACTOR & SUPPLIER DIVERSITY

VIII. REQUESTED ACTIONS

The Directors are asked to: authorize ESD to amend the contract with VHB for work associated with the Empire Station Complex District, in an amount not to exceed $259,100.00

IX. RECOMMENDATION

Based on the foregoing, I recommend approval of the requested actions.

X. ATTACHMENT

Resolutions

3 ______Master Page # 330 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 August 20, 2020

NEW YORK STATE URBAN DEVELOPMENT CORPORATION D/B/A EMPIRE STATE DEVELOPMENT – New York City (New York County) – Empire Station Complex Project - Authorization to Amend a Contract With VHB Engineering, Surveying, Landscape Architecture and Geology, P.C. for a Neighborhood Conditions Study and Authorization to Take Related Actions

RESOLVED, that in accordance with the materials presented to this meeting, a copy of which is hereby ordered to be filed with the records of the Corporation (the “Materials”), the Corporation hereby finds VHB Engineering, Surveying, Landscape Architecture and Geology, P.C. (“VHB”), to be responsible; and be it further

RESOLVED, that the Corporation is hereby authorized to amend a contract with VHB to increase the maximum amount by $37,200 for a maximum amount of up to $259,100 including expenses, for the purposes and services, and substantially on the terms and conditions, as set forth in the Materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

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4 ______Master Page # 331 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 FOR INFORMATION August 20, 2020

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: FY 2019-2020 Performance Measurement Report ______

I. Background

In accordance with the requirements of the Public Authorities Law (the “PAL”), the New York State Urban Development Corporation, doing business as Empire State Development (“ESD”), adopted the following Mission Statement and related performance measurements to assist ESD in determining how well it is carrying out its mission. Furthermore, pursuant to the PAL, ESD must annually create a performance measurement report that is consistent with the authority’s mission statement and performance measurements.

Mission Statement

To support our economic development mission, ESD:

______Master Page # 332 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Performance Measurements

 Customers served, and the types of assistance provided;  The number of jobs committed to be retained and created, and the amount of investment awarded and leveraged;  The number of jobs ultimately created or retained related to ESD assistance;  The number of jobs retained and created, and leveraged investment by region and industry; and  Utilization of certified MWBEs in ESD procurement.

Upon these measurements, the Corporation may evaluate its performance and the achievement of its goals.

II. FY 2019-2020 Performance Measurement Report

Attached is a report on the non-SUNY Poly assistance approved by ESD during FY 2019-2020, using the performance measurements set forth above. In summary, ESD accomplished the following:

 A total of 356 companies and organizations were assisted;  A total of $2.6 billion of investments was made in NYS (including ESD investment of over $397 million, other public investment of $123 million, and private investment of $2.1 billion);  This assistance will result in the retention of 16,316 jobs and the creation of 3,938 jobs; and  In Fiscal Year 2019-2020, 909 unique MWBEs received payments under ESD grants and procurements. ESD’s MWBE utilization numbers are still being finalized and are expected to be presented to the Board of Directors in the Fall of 2020.

The attached report provides additional detail on the assistance provided by the Corporation, broken down by major program categories, regions, industry, and SUNY Poly projects. Please note that the job numbers that are reflected indicate the minimum amount of jobs required to access the grant or loan funding. Actual job numbers are monitored by ESD Portfolio Management after funding is disbursed and during the compliance period for each individual project. ESD prepares an “Annual Report on Jobs Created and Retained” that is made available to the public by the end of each calendar year. ESD administers funding for diverse types of projects and, as a result, some projects are more job-intensive while other projects, such as infrastructure projects, may not require jobs but have indirect jobs and other economic benefits associated.

III. Attachments

FY 2019-2020 Performance Measurement Report

2 ______Master Page # 333 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 ESD PERFORMANCE MEASURES BY FUNDING SOURCE FY 2019-2020 Minimum Direct Job Commitments* Companies/ Total Projected Organizations FY 19-20 FY 19-20 Non-ESD Public Existing Jobs Jobs Retained and Programs Assisted Grant Amount Loan Amount Investment Private Investment Total Project Costs Retained Jobs Created Created Core Discretionary Programs & Pre-Regional Council Initiatives Core Discretionary Programs1 53 $ 68,410,178 $ - $ 870,000 $ 317,306,518 $ 386,586,696 3,795 1,151 4,946 Restore NY Communities 21 $ 17,295,600 $ - $ 83,222,303 $ 230,500,339 $ 331,018,242 N/A N/A N/A Total 74 $ 85,705,778 $ - $ 84,092,303 $ 547,806,857 $ 717,604,938 3,795 1,151 4,946

Regional Council Initiatives RC1 4 $ 3,888,500 $ - $ 100,000 $ 27,993,882 $ 31,982,382 136 14 150 RC2 5 $ 2,275,000 $ - $ 992,000 $ 9,189,257 $ 12,456,257 66 44 110 RC3 4 $ 1,600,000 $ - $ - $ 40,974,910 $ 42,574,910 106 66 172 RC4 13 $ 14,417,556 $ - $ 6,062,159 $ 252,056,143 $ 272,535,858 1,856 269 2,125 RC5 27 $ 19,874,305 $ - $ 16,791,628 $ 217,838,516 $ 254,504,449 1,170 354 1,524 RC6 33 $ 16,833,657 $ - $ 387,438 $ 104,465,656 $ 121,686,751 1,061 283 1,344 RC7 49 $ 17,774,900 $ - $ 7,396,861 $ 90,434,741 $ 115,606,502 974 245 1,219 RC8 58 $ 13,480,973 $ - $ 4,574,303 $ 42,009,943 $ 60,065,219 582 33 615 Total 193 $ 90,144,891 $ - $ 36,304,389 $ 784,963,048 $ 911,412,328 5,951 1,308 7,259

Other Regional/Multi- Program Projects Buffalo Regional Innovation Cluster 17 $ 36,925,000 $ 1,550,000 $ 42,160,444 $ 80,635,444 N/A N/A N/A New York State Life Sciences Initiative 1 $ 25,000,000 $ - $ - $ - $ 25,000,000 N/A N/A N/A New NY Broadband Capital 4 $ 10,762,876 $ - $ 1,284,894 $ 12,047,770 N/A N/A N/A Upstate Revitalization Initiative 21 $ 122,901,050 $ - $ 2,700,000 $ 724,912,522 $ 850,513,572 6,570 1,479 8,049 Total 43 $ 195,588,926 $ 1,550,000 $ 2,700,000 $ 768,357,860 $ 968,196,786 6,570 1,479 8,049

Non-ESD/Other/Non- Discretionary Programs Non ESD/Other2 14 $ 2,136,662 $ - $ - $ 254,208 $ 2,390,870 N/A N/A N/A Non-Discretionary3 32 $ 22,216,000 $ - $ 7,560,719 $ 29,776,719 N/A N/A N/A Total 46 $ 24,352,662 $ - $ - $ 7,814,927 $ 32,167,589 N/A N/A N/A

TOTAL 356 $ 395,792,257 $ 1,550,000 $ 123,096,692 $ 2,108,942,692 $ 2,629,381,641 16,316 3,938 20,254 CAPITAL INVESTMENT SUBTOTAL 230 $ 293,845,974 $ 1,550,000 $ 123,059,192 $ 1,882,669,533 $ 2,301,124,699 16,205 3,504 19,709 1 Economic Development Initiatives, Empire State Economic Development Fund, Economic Development Purposes Fund, Economic Transformative Program , Jobs Now Program, NYPA Craft Beverage Marketing, Urban and Community Development Program, New York Works, Downstate Revitalization Fund, and New York Open For Business Fund

2 Federal DOD OEA, Federal EMBED AIM 2018, and World Trade Center Job Creation and Retention Program 3 ESD adminsters these funds but does not select the funding recipients. * Please note that the job numbers that are reflected in the charts indicate the minimum amount of jobs required to access the grant or loan funding. Actual job numbers are monitored by ESD Portfolio Management after funding is disbursed and during the compliance period for each individual project. ESD administers funding for diverse types of projects. Some projects are more job intensive in regards to the job requirements that are reflected in the charts while other projects, such as infrastructure projects, may not require jobs but have indirect jobs and other benefits associated. Lastly, note that items marked "N/A" do not have job requirements directly associated with them because those are not programs with leveraged investment ratios or jobs.

______Master Page # 334 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 ESD PERFORMANCE MEASURES BY REGION FY 2019-2020 Minimum Direct Job Commitments* Companies/ Total Projected Organizations FY 19-20 FY 19-20 Non-ESD Public Private Existing Jobs Jobs Retained and Region Assisted Grant Amount Loan Amount Investment Investment Total Project Costs Retained Jobs Created Created Capital 27 $ 31,007,132 $ - $ 19,005,959 $ 221,499,280 $ 271,512,371 66 64 130 Central 40 $ 35,403,217 $ - $ 992,000 $ 195,920,379 $ 232,315,596 710 801 1,511 Finger Lakes 58 $ 102,056,633 $ - $ 10,425,191 $ 717,108,147 $ 829,589,971 7,536 1,226 8,762 Long Island 26 $ 52,059,476 $ - $ - $ 222,134,342 $ 274,193,818 3,555 762 4,317 Mid Hudson 31 $ 14,755,546 $ - $ - $ 84,764,487 $ 99,520,033 1,612 516 2,128 Mohawk Valley 32 $ 17,896,614 $ - $ 2,440,438 $ 40,156,855 $ 60,493,907 609 108 717 New York City 32 $ 37,588,791 $ - $ 78,232,500 $ 434,942,448 $ 550,763,739 50 255 305 North Country 33 $ 23,663,741 $ - $ 8,259,309 $ 22,318,924 $ 54,241,974 212 22 234 Southern Tier 24 $ 27,064,050 $ - $ 3,741,295 $ 37,084,058 $ 67,889,403 1,199 73 1,272 Western New York 50 $ 47,968,354 $ 1,550,000 $ - $ 132,837,421 $ 182,355,775 767 111 878 Multiple Regions 3 $ 6,328,703 $ - $ - $ 176,351 $ 6,505,054 0 0 0 Grand Total 356 $ 395,792,257 $ 1,550,000 $ 123,096,692 $ 2,108,942,692 $ 2,629,381,641 16,316 3,938 20,254

ESD PERFORMANCE MEASURES BY INDUSTRY FY 2019-2020 Minimum Direct Job Commitments* Companies/ Total Projected Organizations FY 19-20 FY 19-20 Non-ESD Public Private Existing Jobs Jobs Retained and Industry Assisted Grant Amount Loan Amount Investment Investment Total Project Costs Retained Jobs Created Created Agriculture, Food Processing & Distribution 26 $ 29,687,693 $ - $ 1,650,000 $ 354,637,311 $ 385,975,004 2,154 516 2,670 Base Retention & Strategic Development 47 $ 3,839,611 $ - $ 97,938 $ 1,620,619 $ 5,558,168 N/A N/A N/A Biotechnology/Science Chemicals/Hi-tech Manufacturing/R&D/ STEM 8 $ 76,220,000 $ - $ 500,000 $ 175,446,692 $ 252,166,692 82 233 315 Broadband Internet Access 4 $ 10,762,876 $ - $ - $ 1,284,894 $ 12,047,770 N/A N/A N/A Corporate & Professional Services 9 $ 20,805,259 $ - $ - $ 234,167,509 $ 254,972,768 8,283 1,989 10,272 Educational Services/Institutions of Higher Learning 18 $ 25,774,507 $ - $ 16,079,509 $ 71,110,385 $ 112,964,401 54 6 60 Export Assistance 23 $ 659,574 $ - $ - $ 349,283 $ 1,008,857 N/A N/A N/A Hospital & Assisted Living 5 $ 4,965,000 $ - $ 195,000 $ 45,893,736 $ 51,053,736 1,531 480 2,011 Hospitality & Tourism 79 $ 67,039,573 $ - $ 5,216,168 $ 242,372,612 $ 314,628,353 198 132 330 Infrastructure & Transportation 21 $ 43,315,000 $ - $ 8,233,336 $ 98,158,216 $ 149,706,552 208 10 218 Manufacturing 33 $ 14,238,450 $ - $ 1,643,500 $ 88,122,433 $ 104,004,383 3,693 285 3,978 Motion Picture and Video Distribution 1 $ 2,000,000 $ - $ - $ 38,025,348 $ 40,025,348 50 250 300 Real Estate Development 59 $ 60,011,814 $ 1,550,000 $ 84,776,938 $ 742,240,287 $ 888,579,039 63 37 100 Small Business Development Programs 13 $ 31,465,000 $ - $ - $ 7,100,000 $ 38,565,000 N/A N/A N/A Supermarkets and Other Grocery (except Convenience) Stores 1 $ 74,000 $ - $ - $ 370,000 $ 444,000 N/A N/A N/A

Workforce Development 9 $ 4,933,900 $ - $ 4,704,303 $ 8,043,367 $ 17,681,570 N/A N/A N/A Grand Total 356 $ 395,792,257 $ 1,550,000 $ 123,096,692 $ 2,108,942,692 $ 2,629,381,641 16,316 3,938 20,254 ESD PERFORMANCE MEASURES BY SUNY POLY PROJECTS* FY 2019-2020 Total Projected FY 19-20 Grant FY 19-20 Loan Other State Private Existing Jobs Jobs Retained and Project Name Regions Amount Amount Investment Investment Total Project Costs Retained Jobs Created Created Cree – Marcy Nanocenter Capital Mohawk Valley $ 500,000,000 $ - $ - $ 505,000,000 $ 1,005,000,000 0 614 614 RF-NY CREATES Operating Support Working Capital Capital $ 72,500,000 $ - $ 72,500,000 N/A N/A N/A Grand Total $ 572,500,000 $ - $ - $ 505,000,000 $ 1,077,500,000 0 614 614

* Please note that SUNY Poly projects are typically grants from ESD to non-profits affiliated with the SUNY Polytechnic Institute. SUNY Poly projects involve investments in publicly-owned assets that, in addition to any direct job and spending commitments, often also generate significant unmeasured indirect economic benefits. As such, these projects are presented separately and are not included in prior totals for funding sources, regions or industries.

______Master Page # 335 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 FOR INFORMATION August 20, 2020

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: FY 2019-20 Budget Variance Reports

In accordance with applicable law, attached are the FY2019-20 Empire State Development (ESD) operating budget variance reports by department, as well as the ESD subsidiary operating and capital reports.

Total corporate department operating spending in FY2019-20 was approximately $65.9 million, or 90% of the total $73.6 million budget, compared to last year’s spending of $64.8 million, or 94% of the total $69.1 million budget. The current year’s spending variance primarily reflects lower personal services expenses, including salaries and fringe benefits, due to several vacant positions during the fiscal year. While there was also reduced total spending for non-personal services, other post employment cost was higher due to required changes in the actuarial valuation calculation. This “cost” is a required accounting entry, but not an actual cash outlay.

Total FY2019-20 ESD subsidiary operating expenditures, excluding Lower Manhattan Development Corporation (LMDC) and Harlem Community Development Corporation (HCDC) Weatherization, was approximately $5.3 million, or 84% of the total $6.3 million budget, compared to last year’s spending of $5.0 million, or 81% of the total $6.1 million budget. The current year’s spending variance is primarily attributable to lower personal services costs related to vacant positions at several subsidiaries, along with lower than expected spending for outside services and insurance. The LMDC and HCDC’s Weatherization Program, which are both federally funded, are reported separately. Both LMDC and HCDC’s Weatherization Program finished the fiscal year within budget.

Total FY2019-20 subsidiary capital spending was approximately $907 million, or 88% of the $1.0 billion total subsidiary capital budget, compared to last year’s spending of $870 million, or 87% of the total $1.0 billion budget. Capital spending was less than budget due to the time lag in billing for construction expenditures for a number of subsidiary projects, which is common for large scale capital development projects. While each project is reported to be on schedule and expected to be completed on time, invoices usually are not received until 45-60 days after the construction work has been completed.

Attachments Departmental Budget Variance Report FY 2019-20 4th Quarter ended 3/31/20 Subsidiary Capital Budget Summary Variance Report FY 2019-20 4th Quarter ended 3/31/20 Subsidiary Operating Budget Summary Variance Report FY 2019-20 4th Quarter ended 3/31/20

______Master Page # 336 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Report ID: UDCDEPT Layout: UDC_DEP_BUDGET_REV1 As of : 2020-03-31 Departmental Budget Variance Report March 31, 2020

Administrative Chief Financial Controller Corporate Contract Admin Economic Economic Executive Office Global NY Human Information Innovation & Internal Audit Intergovern- Services Office Analysis & Incentives Resources Technology Broadband mental/ Research (Broadband) Legislative Affairs

ANNUAL BUDGET Personal Services (incl. Benefits) $ 495,935 $ 441,727 $ 2,323,317 $ 15,834,461 $ 1,620,198 $ 211,714 $ 572,336 $ 1,992,791 $ 391,289 $ 811,300 $ 2,003,621 $ 863,938 $ 369,982 $ 397,648 Occupancy Expenses - - - 8,302,600 ------Other Post Employment Cost - - - 5,600,000 ------Professional Serv/ Consultant Fees/ Agency Temps - - 159,100 1,135,800 ------875,000 - - Office Maint / Prop Mgmt / Other Outside Serv 530,000 200 37,500 359,287 200 - - 25,000 10,750 35,000 22,500 26,000 - 500 Computers/ Software/ Equipment - 500 ------706,000 - - - Telephone/ Fax/ Internet 610,000 Travel & Meals 500 3,000 5,000 46,070 3,500 2,500 6,000 130,000 30,000 1,500 25,000 8,600 1,000 7,500 Insurance - - - 441,219 ------On-Line Services, Dues & Subscriptions - 1,500 500 - - 500 300 4,000 - 2,000 6,000 - 1,425 1,500 Office Supplies / Printing / Postage/ Advertising 230,000 - - 17,541 ------Total $ 1,256,435 $ 446,927 $ 2,525,417 $ 31,736,978 $ 1,623,898 $ 214,714 $ 578,636 $ 2,151,791 $ 432,039 $ 849,800 $ 3,373,121 $ 1,773,538 $ 372,407 $ 407,148

ACTUAL TO DATE Personal Services (incl. Benefits) $ 489,770 $ 441,727 $ 2,085,246 $ 12,361,116 $ 1,227,524 $ 211,714 $ 548,326 $ 1,780,916 $ 344,946 $ 728,317 $ 1,820,323 $ 605,540 $ 361,288 $ 397,648 Occupancy Expenses - - - 7,662,683 ------Other Post Employment Cost - - - 10,457,153 ------Professional Serv/ Consultant Fees/ Agency Temps - - 204,076 376,844 50,667 ------667,185 - - Office Maint / Prop Mgmt / Other Outside Serv 129,862 - 36,759 58,556 - - - 5,168 - 34,118 3,595 25,931 - 40 Computers/ Software/ Equipment ------698,528 - - - Telephone/ Fax/ Internet 603,228 Travel & Meals 472 820 1,047 4,069 816 929 2,827 101,048 4,036 180 21,290 2,798 990 8,335 Insurance - - - 351,719 ------On-Line Services, Dues & Subscriptions - 1,454 447 - - - 300 1,170 - 1,296 - - 1,310 - Office Supplies / Printing / Postage/ Advertising 147,053 - - 9,118 ------Total $ 767,157 $ 444,001 $ 2,327,575 $ 31,281,257 $ 1,279,007 $ 212,643 $ 551,452 $ 1,888,302 $ 348,981 $ 763,911 $ 3,146,964 $ 1,301,454 $ 363,588 $ 406,023

Balance Remaining Personal Services (incl. Benefits) $ 6,165 $ - $ 238,071 $ 3,473,345 $ 392,674 $ - $ 24,010 $ 211,875 $ 46,343 $ 82,983 $ 183,298 $ 258,398 $ 8,694 $ 0 Occupancy Expenses - - - 639,917 ------Other Post Employment Cost - - - (4,857,153) ------Professional Serv/ Consultant Fees/ Agency Temps - - (44,976) 758,956 (50,667) ------207,815 - - Office Maint / Prop Mgmt / Other Outside Serv 400,138 200 741 300,731 200 - - 19,832 10,750 882 18,905 69 - 460 Computers/ Software/ Equipment - 500 ------7,472 - - - Telephone/ Fax/ Internet ------6,772 - - - Travel & Meals 28 2,180 3,953 42,001 2,684 1,571 3,173 28,952 25,964 1,320 3,710 5,802 10 (835) Insurance - - - 89,500 ------On-Line Services, Dues & Subscriptions - 46 53 - - 500 - 2,830 - 704 6,000 - 116 1,500 Office Supplies / Printing / Postage/ Advertising 82,947 - - 8,423 ------Total $ 406,331 $ 2,926 $ 197,842 $ 447,298 $ 344,891 $ 2,071 $ 27,184 $ 263,489 $ 83,058 $ 85,889 $ 226,157 $ 472,084 $ 8,819 $ 1,125

OVERVIEW Annual Budget $ 1,256,435 $ 446,927 $ 2,525,417 $ 31,736,978 $ 1,623,898 $ 214,714 $ 578,636 $ 2,151,791 $ 432,039 $ 849,800 $ 3,373,121 $ 1,773,538 $ 372,407 $ 407,148 Actual to Date $ 767,157 $ 444,001 $ 2,327,575 $ 31,281,257 $ 1,279,007 $ 212,643 $ 551,452 $ 1,888,302 $ 348,981 $ 763,911 $ 3,146,964 $ 1,301,454 $ 363,588 $ 406,023 Balance Remaining $ 489,278 $ 2,926 $ 197,842 $ 455,721 $ 344,891 $ 2,071 $ 27,184 $ 263,489 $ 83,058 $ 85,889 $ 226,157 $ 472,084 $ 8,819 $ 1,125 % of Annual Budget Used 61% 99% 92% 99% 79% 99% 95% 88% 81% 90% 93% 73% 98% 100%

______Master Page # 337 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Report ID: UDCDEPT Layout: UDC_DEP_BUDGET_REV1 As of : 2020-03-31 Departmental Budget Variance Report March 31, 2020

Legal Life Sciences Loans & Grants Marketing Minority Motion NYSTAR Portfolio Public Affairs Real Estate Regional Regional Offices- Regional Offices - Regional Offices - Women & Pictures & TV Management Development & Councils Capital District Central NY Finger Lakes Business & Project Planning Division Finance

ANNUAL BUDGET Personal Services (incl. Benefits) $ 3,475,840 $ 327,449 $ 1,919,073 $ 1,998,312 $ 408,369 $ 272,637 $ 905,337 $ 652,082 $ 1,110,801 $ 1,298,636 $ 1,408,287 $ 142,716 $ 150,393 $ 93,840 Occupancy Expenses ------Other Post Employment Cost ------Professional Serv/ Consultant Fees/ Agency Temps 400,000 - - - - - 1,605,600 - 2,500 750,000 - - - - Office Maint / Prop Mgmt / Other Outside Serv 16,000 50,000 500 120,385 86,000 300 70,000 12,000 - 15,500 135,000 - 1,000 - Computers/ Software/ Equipment - 2,000 - - - - 41,500 ------Telephone/ Fax/ Internet - - Travel & Meals 20,000 3,500 7,000 65,000 43,829 5,000 50,000 7,500 18,000 12,000 32,500 2,000 3,500 500 Insurance ------On-Line Services, Dues & Subscriptions 85,000 2,500 - - 3,000 - 7,000 500 2,100 2,000 - - - - Office Supplies / Printing / Postage/ Advertising 1,000 2,000 - 1,000 1,500 - 27,000 - - - 3,000 1,750 - 250 Total $ 3,997,840 $ 387,449 $ 1,926,573 $ 2,184,697 $ 542,698 $ 277,937 $ 2,706,437 $ 672,082 $ 1,133,401 $ 2,078,136 $ 1,578,787 $ 146,466 $ 154,893 $ 94,590

ACTUAL TO DATE Personal Services (incl. Benefits) $ 3,019,901 $ 310,840 $ 1,910,803 $ 1,900,375 $ 408,365 $ 272,631 $ 743,512 $ 638,082 $ 1,031,461 $ 1,235,889 $ 1,309,804 $ 142,716 $ 150,393 $ 93,840 Occupancy Expenses ------Other Post Employment Cost ------Professional Serv/ Consultant Fees/ Agency Temps 220,376 - - - - - 115,000 - 17,533 100,366 - - - - Office Maint / Prop Mgmt / Other Outside Serv 15,929 24,785 19 119,347 39,629 - 28,014 4,893 - 1,383 64,336 - 269 - Computers/ Software/ Equipment ------388 ------Telephone/ Fax/ Internet - Travel & Meals 15,759 101 5,077 63,841 13,281 3,458 4,557 3,514 3,514 15,132 6,012 685 3,693 212 Insurance ------On-Line Services, Dues & Subscriptions 82,586 - - 2,970 - - 1,040 275 2,009 131 - - - - Office Supplies / Printing / Postage/ Advertising - - - 61 - - 333 - - - 2,439 400 - - Total $ 3,354,550 $ 335,726 $ 1,915,899 $ 2,086,594 $ 461,275 $ 276,089 $ 892,844 $ 646,764 $ 1,054,518 $ 1,352,900 $ 1,382,591 $ 143,801 $ 154,355 $ 94,052

Balance Remaining Personal Services (incl. Benefits) $ 455,939 $ 16,609 $ 8,270 $ 97,937 $ 4 $ 6 $ 161,825 $ 14,000 $ 79,340 $ 62,747 $ 98,483 $ - $ - $ - Occupancy Expenses ------Other Post Employment Cost ------Professional Serv/ Consultant Fees/ Agency Temps 179,624 - - - - - 1,490,600 - (15,033) 649,634 - - - - Office Maint / Prop Mgmt / Other Outside Serv 71 25,215 481 1,038 46,371 300 41,986 7,107 - 14,117 70,664 - 731 - Computers/ Software/ Equipment - 2,000 - - - - 41,112 ------Telephone/ Fax/ Internet ------Travel & Meals 4,241 3,399 1,923 1,159 30,548 1,542 45,443 3,986 14,486 (3,132) 26,488 1,315 (193) 288 Insurance ------On-Line Services, Dues & Subscriptions 2,414 2,500 - (2,970) 3,000 - 5,960 225 91 1,869 - - - - Office Supplies / Printing / Postage/ Advertising 1,000 2,000 - 939 1,500 - 26,667 - - - 561 1,350 - 250 Total $ 642,290 $ 49,723 $ 10,674 $ 97,164 $ 79,923 $ 1,848 $ 1,786,926 $ 25,318 $ 78,884 $ 725,236 $ 195,635 $ 1,315 $ 538 $ 288

OVERVIEW Annual Budget $ 3,997,840 $ 387,449 $ 1,926,573 $ 2,184,697 $ 542,698 $ 277,937 $ 2,706,437 $ 672,082 $ 1,133,401 $ 2,078,136 $ 1,578,787 $ 146,466 $ 154,893 $ 94,590 Actual to Date $ 3,354,550 $ 335,726 $ 1,915,899 $ 2,086,594 $ 461,275 $ 276,089 $ 892,844 $ 646,764 $ 1,054,518 $ 1,352,900 $ 1,382,591 $ 143,801 $ 154,355 $ 94,052 Balance Remaining $ 643,290 $ 51,723 $ 10,674 $ 98,103 $ 81,423 $ 1,848 $ 1,813,593 $ 25,318 $ 78,884 $ 725,236 $ 196,196 $ 2,665 $ 538 $ 538 % of Annual Budget Used 84% 87% 99% 96% 85% 99% 33% 96% 93% 65% 88% 98% 100% 99%

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Regional Offices Regional Offices - Regional Offices- Regional Offices- Regional Offices- Regional Offices- Regional Offices- Small Business Strategic Business Technology & Trade & Tourism Treasury Total of Departments - Long Island Mid Hudson Mohawk Valley North Country New York City Southern Tier Western NY & Tech Development New Media Puerto Rico Development

ANNUAL BUDGET Personal Services (incl. Benefits) $ 305,225 $ 384,945 $ 210,512 $ 156,082 $ 317,175 $ 353,824 $ 1,230,312 $ 2,056,716 $ 926,920 $ 376,375 $ 237,832 $ 873,083 $ 49,923,030 Occupancy Expenses ------75,400 - 8,378,000 Other Post Employment Cost ------5,600,000 Professional Serv/ Consultant Fees/ Agency Temps ------55,000 - - 10,100 - 4,993,100 Office Maint / Prop Mgmt / Other Outside Serv 300 500 750 - - - 2,500 10,000 500 300 27,600 - 1,596,072 Computers/ Software/ Equipment ------3,000 - 753,000 Telephone/ Fax/ Internet 610,000 Travel & Meals 3,000 8,000 1,500 5,500 2,750 3,000 30,000 20,000 40,000 5,000 12,500 2,000 673,749 Insurance ------6,000 - 447,219 On-Line Services, Dues & Subscriptions - 500 200 100 450 300 1,000 162,500 2,000 - - 29,500 316,375 Office Supplies / Printing / Postage/ Advertising ------1,500 1,500 500 - 3,000 - 291,541 Total $ 308,525 $ 393,945 $ 212,962 $ 161,682 $ 320,375 $ 357,124 $ 1,265,312 $ 2,305,716 $ 969,920 $ 381,675 $ 375,432 $ 904,583 $ 73,582,086

ACTUAL TO DATE Personal Services (incl. Benefits) $ 286,359 $ 380,834 $ 210,512 $ 156,079 $ 317,174 $ 341,371 $ 1,201,227 $ 1,166,140 $ 841,672 $ 360,454 $ 236,003 $ 867,942 $ 42,938,780 Occupancy Expenses ------43,947 - 7,706,630 Other Post Employment Cost ------10,457,153 Professional Serv/ Consultant Fees/ Agency Temps ------53,340 5,879 - 42,942 - 1,854,208 Office Maint / Prop Mgmt / Other Outside Serv 300 64 343 - - - 2,413 - - - 7,140 - 602,893 Computers/ Software/ Equipment ------380 - 699,296 Telephone/ Fax/ Internet 603,228 Travel & Meals 2,956 5,003 1,200 5,406 2,532 3,179 10,992 21,713 39,668 3,124 11,383 351 396,001 Insurance ------351,719 On-Line Services, Dues & Subscriptions - 250 200 100 450 300 1,000 5,263 4,795 - - 29,041 136,387 Office Supplies / Printing / Postage/ Advertising ------435 - - 8,319 - 168,158 Total $ 289,615 $ 386,151 $ 212,256 $ 161,585 $ 320,156 $ 344,850 $ 1,215,632 $ 1,246,891 $ 892,014 $ 363,578 $ 350,114 $ 897,334 $ 65,914,452

Balance Remaining Personal Services (incl. Benefits) $ 18,866 $ 4,111 $ - $ 3 $ 1 $ 12,453 $ 29,085 $ 890,576 $ 85,248 $ 15,921 $ 1,829 $ 5,141 $ 6,984,250 Occupancy Expenses ------31,453 - 671,370 Other Post Employment Cost ------(4,857,153) Professional Serv/ Consultant Fees/ Agency Temps ------1,660 (5,879) - (32,842) - 3,138,892 Office Maint / Prop Mgmt / Other Outside Serv - 436 407 - - - 87 10,000 500 300 20,460 - 993,179 Computers/ Software/ Equipment ------2,620 - 53,704 Telephone/ Fax/ Internet ------6,772 Travel & Meals 44 2,997 300 94 218 (179) 19,008 (1,713) 332 1,876 1,117 1,649 277,748 Insurance ------6,000 - 95,500 On-Line Services, Dues & Subscriptions - 250 - - - - - 157,237 (2,795) - - 459 179,988 Office Supplies / Printing / Postage/ Advertising ------1,500 1,065 500 - (5,319) - 123,383 Total $ 18,910 $ 7,794 $ 707 $ 97 $ 219 $ 12,274 $ 48,180 $ 1,057,760 $ 77,406 $ 18,097 $ 30,637 $ 7,249 $ 7,667,635

OVERVIEW Annual Budget $ 308,525 $ 393,945 $ 212,962 $ 161,682 $ 320,375 $ 357,124 $ 1,265,312 $ 2,305,716 $ 969,920 $ 381,675 $ 375,432 $ 904,583 $ 73,582,086 Actual to Date $ 289,615 $ 386,151 $ 212,256 $ 161,585 $ 320,156 $ 344,850 $ 1,215,632 $ 1,246,891 $ 892,014 $ 363,578 $ 350,114 $ 897,334 $ 65,914,452 Balance Remaining $ 18,910 $ 7,794 $ 707 $ 97 $ 219 $ 12,274 $ 49,680 $ 1,058,825 $ 77,906 $ 18,097 $ 25,318 $ 7,249 $ 7,667,635 % of Annual Budget Used 94% 98% 100% 100% 100% 97% 96% 54% 92% 95% 93% 99% 90%

______Master Page # 339 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Report ID: BVRSUBCP Layout: SUB_CAP_BUDGET_VAR_SUM2014 Subsidiary Capital Budget Summary Variance Report As of : 3/31/2020 March 31, 2020

Convention Erie Canal Harlem Moynihan F Queens West USA Niagara Center Harbor Community Station a Total All Development Development Development Development Development Developmentr Subsidiaries Corporation Corporation Corporation Corporation Corporation Corporation l e ANNUAL BUDGET y Acquisition Costs $0 $100,000 $0 $0 $0 $14,605,000 $14,705,000 Design & Other Soft Costs 6,000,000 7,308,777 0 4,961,880 0 2,125,657 20,396,314 Legal Costs 2,000,000 550,000 0 250,000 40,000 108,464 2,948,464 Property Management/Maintenance Costs 14,000,000 2,260,500 0 0 120,000 1,400,000 17,780,500 Insurance 0 120,000 0 1,500,000 0 600,000 2,220,000 Demolition & Site Clearance 0 0 0 0 0 6,000,000 6,000,000 Construction Costs 430,000,000 30,114,920 250,000 474,665,400 1,350,000 7,244,302 943,624,622 Other Misc. Costs 10,000,000 300,000 0 500,000 0 8,856,269 19,656,269 Total $462,000,000 $40,754,197 $250,000 $481,877,280 $1,510,000 $40,939,692 $1,027,331,169

ACTUAL SPENDING TO DATE Acquisition Costs $0 $0 $0 $0 $0 $14,466,458 $14,466,458 Design & Other Soft Costs 5,868,207 2,702,859 0 1,899,188 0 767,224 11,237,478 Legal Costs 470,756 63,747 0 235,570 0 0 770,073 Property Management/Maintenance Costs 14,244,392 1,914,949 0 0 25,832 1,344,917 17,530,090 Insurance 0 104,478 0 996,470 0 88,170 1,189,118 Demolition & Site Clearance 0 0 0 0 0 0 0 Construction Costs 415,811,071 7,116,515 0 435,136,886 0 3,376,900 861,441,372 Other Misc. Costs 0 270,319 0 0 0 224,843 495,162 Total $436,394,426 $12,172,867 $0 $438,268,114 $25,832 $20,268,512 $907,129,750

BALANCE REMAINING Acquisition Costs $0 $100,000 $0 $0 $0 $138,542 $238,542 Design & Other Soft Costs 131,793 4,605,918 0 3,062,692 0 1,358,433 9,158,836 Legal Costs 1,529,244 486,253 0 14,430 40,000 108,464 2,178,391 Property Management/Maintenance Costs -244,392 345,551 0 0 94,168 55,083 250,410 Insurance 0 15,522 0 503,530 0 511,830 1,030,882 Demolition & Site Clearance 0 0 0 0 0 6,000,000 6,000,000 Construction Costs 14,188,929 22,998,405 250,000 39,528,514 1,350,000 3,867,402 82,183,250 Other Misc. Costs 10,000,000 29,681 0 500,000 0 8,631,426 19,161,107 Total $25,605,574 $28,581,330 $250,000 $43,609,166 $1,484,168 $20,671,180 $120,201,419

ANNUAL OVERVIEW Annual Budget $462,000,000 $40,754,197 $250,000 $481,877,280 $1,510,000 $40,939,692 $1,027,331,169 Actual Spending to Date $436,394,426 $12,172,867 $0 $438,268,114 $25,832 $20,268,512 $907,129,750 Balance Remaining $25,605,574 $28,581,330 $250,000 $43,609,166 $1,484,168 $20,671,180 $120,201,419 % of Budget Used 94.46% 29.87% 0.00% 90.95% 1.71% 49.51% 88.30% ______Master Page # 341 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Report ID: BVRBYSUB Subsidiary Operating Budget Summary Variance Report As of : 2020-03-31 March 31, 2020 Layout: SUB_OPER_BUDGET_VAR_REV2014

Atlantic Yards Convention Empire State New Erie Canal New York Harlem Moynihan Queens West USA Niagara Total Harlem Lower Community Center Market Harbor Empowerment Community Station Development Development Community Manhattan Development Development Corporation Development Zone Development Development Corporation Corporation Development Development Corporation Corporation Corporation Corporation Corporation Corporation Weatherization Corporation ANNUAL BUDGET Personal Services (incl. Benefits) $203,997 $422,615 $0 $1,039,188 $341,557 $1,178,741 $970,927 $61,221 $622,617 $4,840,863 $608,804 $675,000 Occupancy Expenses 11,750 25,000 0 75,000 0 11,000 0 15,000 63,300 201,050 0 1,300,678 Repairs / Maint / Prop Mgmt / Other Outside Serv / Expenses 10,683 10,000 1,250 99,700 100 30,000 20,000 400 2,500 174,633 496,981 5,500 Computers, Software & Equipment 0 0 0 0 0 10,000 5,000 0 4,000 19,000 0 9,000 Telephone/Fax/Internet 0 3,000 1,000 4,000 500 11,500 40,000 0 10,000 70,000 5,580 14,256 Legal / Accounting Fees 0 50,000 100,000 2,500 25,000 62,500 0 1,000 250 241,250 13,000 0 Consulting Fees 0 100,000 300,000 0 0 5,000 10,000 0 0 415,000 0 5,000 Office Supplies / Printing / Advertising 0 3,000 0 4,800 0 30,000 10,000 0 500 48,300 8,450 25,000 Insurance 23,570 21,763 12,250 40,000 6,223 67,595 27,246 5,546 21,480 225,673 13,500 0 Travel & Meals 0 10,000 4,000 1,000 1,000 5,000 2,500 0 250 23,750 12,500 0 On-Line Services, Dues & Subscriptions 0 300 3,500 1,500 0 6,000 0 0 3,000 14,300 1,200 0 Total $250,000 $645,678 $422,000 $1,267,688 $374,380 $1,417,336 $1,085,673 $83,167 $727,897 $6,273,819 $1,160,015 $2,034,434

ACTUAL SPENDING TO DATE Personal Services (incl. Benefits) $172,074 $422,555 $0 $1,021,001 $340,604 $1,023,506 $841,850 $51,875 $490,632 $4,364,097 $608,469 $810,524 Occupancy Expenses 10,226 20,456 0 64,832 0 0 0 10,226 63,134 168,874 0 112,050 Repairs/Maint/Prop Mgmt/Other Outside Serv/Expenses 1,308 319 1,041 3,402 100 6,054 1,827 0 2,936 16,987 58,252 5,500 Computers, Software & Equipment 0 0 0 5,707 0 800 0 0 3,950 10,457 0 5,749 Telephone/Fax/Internet 0 0 0 3,752 0 7,499 25,940 0 1,828 39,019 5,573 9,333 Legal / Accounting Fees 0 22,000 99,387 0 25,000 22,780 0 0 250 169,417 13,000 0 Consulting Fees 0 85,496 245,000 0 0 0 0 0 0 330,496 0 4,926 Office Supplies / Printing / Advertising 0 0 0 4,717 0 6,289 3,800 0 500 15,305 4,200 3,884 Insurance 10,038 13,601 8,592 26,906 6,104 35,864 13,386 5,128 9,629 129,249 28,580 12,416 Travel & Meals 0 0 0 582 426 708 2,500 0 248 4,464 9,569 0 On-Line Services, Dues & Subscriptions 0 300 0 1,458 0 1,413 0 0 791 3,962 4,875 5,017 Total $193,646 $564,727 $354,020 $1,132,357 $372,234 $1,104,913 $889,302 $67,229 $573,898 $5,252,327 $732,518 $969,399

BALANCE REMAINING Personal Services (incl. Benefits) $31,923 $60 $0 $18,187 $953 $155,235 $129,077 $9,346 $131,985 $476,766 $335 ($135,524) Occupancy Expenses 1,524 4,544 0 10,168 0 11,000 0 4,774 166 32,176 0 1,188,628 Repairs/Maint/Prop Mgmt/Other Outside Serv/Expenses 9,375 9,681 209 96,298 0 23,946 18,174 400 (436) 157,646 438,729 0 Computers, Software & Equipment 0 0 0 (5,707) 0 9,200 5,000 0 50 8,543 0 3,251 Telephone/Fax/Internet 0 3,000 1,000 248 500 4,001 14,060 0 8,172 30,982 7 4,923 Legal / Accounting Fees 0 28,000 613 2,500 0 39,720 0 1,000 0 71,833 0 0 Consulting Fees 0 14,504 55,000 0 0 5,000 10,000 0 0 84,504 0 74 Office Supplies / Printing / Advertising 0 3,000 0 83 0 23,711 6,200 0 0 32,995 4,250 21,116 Insurance 13,532 8,162 3,658 13,094 119 31,731 13,860 418 11,851 96,424 (15,080) (12,416) Travel & Meals 0 10,000 4,000 418 574 4,292 0 0 2 19,286 2,931 0 On-Line Services, Dues & Subscriptions 0 0 3,500 42 0 4,587 0 0 2,209 10,338 (3,675) (5,017) Total $56,354 $80,951 $67,980 $135,331 $2,146 $312,423 $196,371 $15,938 $153,999 $1,021,493 $427,497 $1,065,034

OVERVIEW Annual Budget $250,000 $645,678 $422,000 $1,267,688 $374,380 $1,417,336 $1,085,673 $83,167 $727,897 $6,273,819 $1,160,015 $2,034,434 Actual to Date $193,646 $564,727 $354,020 $1,132,357 $372,234 $1,104,913 $889,302 $67,229 $573,898 $5,252,327 $732,518 $969,399 Balance Remaining $56,354 $80,951 $67,980 $135,331 $2,146 $312,423 $196,371 $15,938 $153,999 $1,021,493 $427,497 $1,065,034 % of Annual Budget Used 77.46% 87.46% 83.89% 89.32% 99.43% 77.96% 81.91% 80.84% 78.84% 83.72% 63.15% 47.65%

______Master Page # 342 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 FOR INFORMATION August 20, 2020

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: FY2020-21 Budget Variance Reports (First Quarter)

In accordance with applicable law, attached are the first quarter FY2020-21 Empire State Development (ESD) operating budget variance reports by department, as well as ESD subsidiary operating and capital reports.

During the first quarter, total corporate operating expenditures were $10.9 million; 13% of the total $85.7 million budget. This level of spending is consistent with last fiscal year and, similarly, is primarily attributable to the existence of vacant positions that remained unfilled through the quarter. The current fiscal year budget also includes a $5 million contingency, provided to meet unanticipated business expenses associated with COVID-19, which was substantially unused during the first quarter.

Total subsidiary operating expenditures during the first quarter, excluding LMDC and HCDC Weatherization, were approximately $0.9 million; 14% of the total $6.6 million budget. The lower spending levels are primarily due to a few unfilled positions at certain subsidiaries and budgeted expenses that are expected to be spent in later quarters. Both LMDC and HCDC’s Weatherization Program expenses are federally funded and reported separately from ESD expenses.

Total first quarter subsidiary capital spending was approximately $101.4 million; 10% of the total $1.0 billion capital budget. Much of the capital work projected to take place during the first quarter of the fiscal year was adversely affected by COVID-19 and the enactment of NY PAUSE throughout the State.

Attachments Departmental Budget Variance Report, June 30, 2020 Subsidiary Capital Budget Summary Variance Report, June 30, 2020 Subsidiary Operating Budget Summary Variance Report, June 30, 2020

______Master Page # 343 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 As of : 2020-05-31 Departmental Budget Variance Report June 30, 2020

Administrative Chief Financial Controller Corporate Contract Admin Economic Analysis Economic Executive Office Global NY Human Information Innovation & Internal Audit Intergovern- Services Office & Research Incentives Resources Technology Broadband mental/ (Broadband) Legislative Affairs

ANNUAL BUDGET Personal Services (incl. Benefits) $ 495,935 $ 441,727 $ 2,316,817 $ 17,489,056 $ 1,620,198 $ 211,714 $ 573,436 $ 2,192,416 $ 391,289 $ 837,550 $ 2,183,121 $ 863,938 $ 369,982 $ 421,385 Occupancy Expenses - - - 8,862,000 ------Professional Fees/ Consultants/ Agency Temps - - 159,100 1,185,800 ------749,000 - - Other Post Employment Cost - - - 5,600,000 ------COVID-19 Expenditures - - - 5,000,000 ------Other Outside Service 530,000 - 37,500 460,500 200 50,000 - 25,000 30,750 37,500 22,500 26,000 - 500 Computers/ Software/ Equipment - 500 ------15,000 761,900 - - - Telephone/ Internet ------660,000 - - - Employee Travel & Meals 500 3,000 5,000 46,070 3,500 2,500 6,000 130,000 30,000 1,500 32,000 8,600 1,225 14,000 Insurance - - - 942,000 ------On-Line Services, Training, Dues & Subscriptions - 1,500 500 120,000 - 500 300 4,000 - 2,000 6,000 - 1,200 1,000 Office Supplies and Expense 230,000 200 - 17,541 ------Total $ 1,256,435 $ 446,927 $ 2,518,917 $ 39,722,967 $ 1,623,898 $ 264,714 $ 579,736 $ 2,351,416 $ 452,039 $ 893,550 $ 3,665,521 $ 1,647,538 $ 372,407 $ 436,885

ACTUAL TO DATE Personal Services (incl. Benefits) $ 95,064 $ 96,060 $ 444,466 $ 1,751,923 $ 322,851 $ 45,363 $ 123,485 $ 419,544 $ 84,368 $ 155,560 $ 255,068 $ 42,027 $ 86,838 $ 76,221 Occupancy Expenses - - - 1,787,576 ------Professional Fees/ Consultants/ Agency Temps - - 4,000 103,259 ------90,224 - - Other Post Employment Cost ------COVID-19 Expenditures - - - 149,225 ------Other Outside Service 9,118 - 12,480 5,571 - - - 23,645 - 4,305 - - - - Computers/ Software/ Equipment ------156,096 - - - Telephone/ Internet ------28,413 - - - Employee Travel & Meals ------10,009 1,401 - - - - - Insurance - - - 152,794 ------On-Line Services, Training, Dues & Subscriptions - 250 ------314 - - 50 - Office Supplies and Expense 15,272 ------Total $ 119,454 $ 96,310 $ 460,946 $ 3,950,348 $ 322,851 $ 45,363 $ 123,485 $ 453,198 $ 85,769 $ 160,179 $ 439,578 $ 132,251 $ 86,888 $ 76,221

Balance Remaining Personal Services (incl. Benefits) $ 400,871 $ 345,667 $ 1,872,351 $ 15,737,133 $ 1,297,347 $ 166,351 $ 449,951 $ 1,772,872 $ 306,921 $ 681,990 $ 1,928,053 $ 821,911 $ 283,144 $ 345,164 Occupancy Expenses - - - 7,074,424 ------Professional Fees/ Consultants/ Agency Temps - - 155,100 1,082,541 ------658,776 - - Other Post Employment Cost - - - 5,600,000 ------COVID-19 Expenditures - - - 4,850,775 ------Other Outside Service 520,882 - 25,020 454,929 200 50,000 - 1,355 30,750 33,195 22,500 26,000 - 500 Computers/ Software/ Equipment - 500 ------15,000 605,804 - - - Telephone/ Internet ------631,587 - - - Employee Travel & Meals 500 3,000 5,000 46,070 3,500 2,500 6,000 119,991 28,599 1,500 32,000 8,600 1,225 14,000 Insurance - - - 789,206 ------On-Line Services, Training, Dues & Subscriptions - 1,250 500 120,000 - 500 300 4,000 - 1,686 6,000 - 1,150 1,000 Office Supplies and Expense 214,728 200 - 17,541 ------Total $ 1,136,981 $ 350,617 $ 2,057,971 $ 35,772,619 $ 1,301,047 $ 219,351 $ 456,251 $ 1,898,218 $ 366,270 $ 733,371 $ 3,225,943 $ 1,515,287 $ 285,519 $ 360,664

OVERVIEW Annual Budget $ 1,256,435 $ 446,927 $ 2,518,917 $ 39,722,967 $ 1,623,898 $ 264,714 $ 579,736 $ 2,351,416 $ 452,039 $ 893,550 $ 3,665,521 $ 1,647,538 $ 372,407 $ 436,885 Actual to Date $ 119,454 $ 96,310 $ 460,946 $ 3,950,348 $ 322,851 $ 45,363 $ 123,485 $ 453,198 $ 85,769 $ 160,179 $ 439,578 $ 132,251 $ 86,888 $ 76,221 Balance Remaining $ 1,136,981 $ 350,617 $ 2,057,971 $ 35,772,619 $ 1,301,047 $ 219,351 $ 456,251 $ 1,898,218 $ 366,270 $ 733,371 $ 3,225,943 $ 1,515,287 $ 285,519 $ 360,664 % of Annual Budget Used 10% 22% 18% 10% 20% 17% 21% 19% 19% 18% 12% 8% 23% 17%

______Master Page # 344 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 As of : 2020-05-31 Departmental Budget Variance Report June 30, 2020

Legal Life Sciences Loans & Grants Marketing Minority Motion Pictures NYSTAR Portfolio Public Affairs Real Estate Regional Regional Offices- Regional Offices Regional Offices Women & & TV Management Development & Councils Capital District - Central NY - Finger Lakes Business & Project Planning Division Finance

ANNUAL BUDGET Personal Services (incl. Benefits) $ 3,532,541 $ 641,531 $ 2,071,111 $ 2,188,305 $ 417,812 $ 272,637 $ 709,653 $ 727,082 $ 1,214,377 $ 1,777,551 $ 1,501,023 $ 142,716 $ 150,393 $ 93,840 Occupancy Expenses ------Professional Fees/ Consultants/ Agency Temps 400,000 - - - 2,586,000 - 1,100,000 - - 1,000,000 - - - - Other Post Employment Cost ------COVID-19 Expenditures ------Other Outside Service 19,000 50,000 500 15,000 - 300 70,000 12,000 2,500 15,000 135,000 - 1,000 - Computers/ Software/ Equipment - 2,000 - - - - 15,000 ------Telephone/ Internet - - - - - 1,500 - - - - - Employee Travel & Meals 20,000 10,000 7,000 67,500 43,829 8,200 30,000 7,500 23,000 17,500 32,500 2,000 3,500 500 Insurance ------On-Line Services, Training, Dues & Subscriptions 90,000 2,500 - 3,000 3,000 - 2,000 800 2,100 2,000 - - - - Office Supplies and Expense 1,000 2,000 - 1,000 1,500 - 30,000 - - - 3,000 1,750 - 250 Total $ 4,062,541 $ 708,031 $ 2,078,611 $ 2,274,805 $ 3,052,141 $ 281,137 $ 1,958,153 $ 747,382 $ 1,241,977 $ 2,812,051 $ 1,671,523 $ 146,466 $ 154,893 $ 94,590

ACTUAL TO DATE Personal Services (incl. Benefits) $ 600,851 $ 61,370 $ 400,298 $ 361,181 $ 89,240 $ 59,876 $ 94,153 $ 138,707 $ 229,682 $ 243,899 $ 248,665 $ 30,739 $ 32,392 $ 20,212 Occupancy Expenses ------Professional Fees/ Consultants/ Agency Temps 30,161 - - - 681 - - - 16,818 95,730 - 6,025 - - Other Post Employment Cost ------COVID-19 Expenditures ------Other Outside Service 17,205 14,455 - - - - - 665 - - 14,973 - - - Computers/ Software/ Equipment ------Telephone/ Internet ------Employee Travel & Meals 745 - 132 - - - - - 704 189 - - 115 - Insurance ------On-Line Services, Training, Dues & Subscriptions 32,912 ------Office Supplies and Expense - - - - 384 ------45 Total $ 681,874 $ 75,825 $ 400,430 $ 361,181 $ 90,305 $ 59,876 $ 94,153 $ 139,372 $ 247,204 $ 339,818 $ 263,638 $ 36,764 $ 32,507 $ 20,257

Balance Remaining Personal Services (incl. Benefits) $ 2,931,690 $ 580,161 $ 1,670,813 $ 1,827,124 $ 328,572 $ 212,761 $ 615,500 $ 588,375 $ 984,695 $ 1,533,652 $ 1,252,358 $ 111,977 $ 118,001 $ 73,628 Occupancy Expenses ------Professional Fees/ Consultants/ Agency Temps 369,839 - - - 2,585,319 - 1,100,000 - (16,818) 904,270 - (6,025) - - Other Post Employment Cost ------COVID-19 Expenditures ------Other Outside Service 1,795 35,545 500 15,000 - 300 70,000 11,335 2,500 15,000 120,027 - 1,000 - Computers/ Software/ Equipment - 2,000 - - - - 15,000 ------Telephone/ Internet ------1,500 ------Employee Travel & Meals 19,255 10,000 6,868 67,500 43,829 8,200 30,000 7,500 22,296 17,311 32,500 2,000 3,385 500 Insurance ------On-Line Services, Training, Dues & Subscriptions 57,088 2,500 - 3,000 3,000 - 2,000 800 2,100 2,000 - - - - Office Supplies and Expense 1,000 2,000 - 1,000 1,116 - 30,000 - - - 3,000 1,750 - 205 Total $ 3,380,667 $ 632,206 $ 1,678,181 $ 1,913,624 $ 2,961,836 $ 221,261 $ 1,864,000 $ 608,010 $ 994,773 $ 2,472,233 $ 1,407,885 $ 109,702 $ 122,386 $ 74,333

OVERVIEW Annual Budget $ 4,062,541 $ 708,031 $ 2,078,611 $ 2,274,805 $ 3,052,141 $ 281,137 $ 1,958,153 $ 747,382 $ 1,241,977 $ 2,812,051 $ 1,671,523 $ 146,466 $ 154,893 $ 94,590 Actual to Date $ 681,874 $ 75,825 $ 400,430 $ 361,181 $ 90,305 $ 59,876 $ 94,153 $ 139,372 $ 247,204 $ 339,818 $ 263,638 $ 36,764 $ 32,507 $ 20,257 Balance Remaining $ 3,380,667 $ 632,206 $ 1,678,181 $ 1,913,624 $ 2,961,836 $ 221,261 $ 1,864,000 $ 608,010 $ 994,773 $ 2,472,233 $ 1,407,885 $ 109,702 $ 122,386 $ 74,333 % of Annual Budget Used 17% 11% 19% 16% 3% 21% 5% 19% 20% 12% 16% 25% 21% 21%

______Master Page # 345 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 As of : 2020-05-31 Departmental Budget Variance Report June 30, 2020

Regional Offices Regional Offices Regional Offices- Regional Offices- Regional Offices- Regional Offices- Regional Offices- Small Business Strategic Technology & Trade & Treasury Total of - Long Island - Mid Hudson Mohawk Valley North Country New York City Southern Tier Western NY & Tech Business New Media Tourism Departments Development Development Puerto Rico

ANNUAL BUDGET Personal Services (incl. Benefits) $ 305,225 $ 351,945 $ 210,512 $ 190,872 $ 317,175 $ 465,298 $ 1,273,419 $ 2,053,759 $ 926,920 $ 376,375 $ 275,571 $ 873,083 $ 53,469,290 Occupancy Expenses ------78,000 - 8,940,000 Professional Fees/ Consultants/ Agency Temps ------55,000 - - 10,000 - 7,244,900 Other Post Employment Cost ------5,600,000 COVID-19 Expenditures ------5,000,000 Other Outside Service 300 500 750 - - - 2,500 10,000 1,000 300 15,000 - 1,571,100 Computers/ Software/ Equipment ------1,000 - 795,400 Telephone/ Internet ------3,000 - 664,500 Employee Travel & Meals 3,000 8,000 1,500 7,500 2,750 3,000 30,000 25,000 40,000 5,000 15,000 2,000 699,674 Insurance ------8,000 - 950,000 On-Line Services, Training, Dues & Subscriptions - 500 200 100 450 300 1,000 157,500 2,000 - 1,000 29,500 434,950 Office Supplies and Expense ------1,500 1,500 - - 6,300 - 297,541 Total $ 308,525 $ 360,945 $ 212,962 $ 198,472 $ 320,375 $ 468,598 $ 1,308,419 $ 2,302,759 $ 969,920 $ 381,675 $ 412,871 $ 904,583 $ 85,667,355

ACTUAL TO DATE Personal Services (incl. Benefits) $ 55,843 $ 79,789 $ 45,341 $ 41,432 $ 68,315 $ 66,827 $ 288,808 $ 348,653 $ 201,820 $ 60,371 $ 33,183 $ 186,680 $ 8,087,165 Occupancy Expenses ------10,540 - 1,798,116 Professional Fees/ Consultants/ Agency Temps ------3,600 13,109 15,864 296 - 379,767 Other Post Employment Cost ------COVID-19 Expenditures ------149,225 Other Outside Service ------540 14,056 - - 749 - 117,761 Computers/ Software/ Equipment ------156,096 Telephone/ Internet ------28,413 Employee Travel & Meals - - - - - 60 - 79 - - 53 - 13,487 Insurance ------152,794 On-Line Services, Training, Dues & Subscriptions - - - - 20 - 681 - - - - 7,200 41,427 Office Supplies and Expense ------16 - - - - 15,717 Total $ 55,843 $ 79,789 $ 45,341 $ 41,432 $ 68,335 $ 66,887 $ 290,029 $ 366,404 $ 214,929 $ 76,235 $ 44,820 $ 193,880 $ 10,939,969

Balance Remaining Personal Services (incl. Benefits) $ 249,382 $ 272,156 $ 165,171 $ 149,440 $ 248,860 $ 398,471 $ 984,611 $ 1,705,106 $ 725,100 $ 316,004 $ 242,388 $ 686,403 $ 45,382,125 Occupancy Expenses ------67,460 - 7,141,884 Professional Fees/ Consultants/ Agency Temps ------51,400 (13,109) (15,864) 9,704 - 6,865,133 Other Post Employment Cost ------5,600,000 COVID-19 Expenditures ------4,850,775 Other Outside Service 300 500 750 - - - 1,960 (4,056) 1,000 300 14,251 - 1,453,339 Computers/ Software/ Equipment ------1,000 - 639,304 Telephone/ Internet ------3,000 - 636,087 Employee Travel & Meals 3,000 8,000 1,500 7,500 2,750 2,940 30,000 24,921 40,000 5,000 14,947 2,000 686,187 Insurance ------8,000 - 797,206 On-Line Services, Training, Dues & Subscriptions - 500 200 100 430 300 319 157,500 2,000 - 1,000 22,300 393,523 Office Supplies and Expense ------1,500 1,484 - - 6,300 - 281,824 Total $ 252,682 $ 281,156 $ 167,621 $ 157,040 $ 252,040 $ 401,711 $ 1,018,390 $ 1,936,355 $ 754,991 $ 305,440 $ 368,051 $ 710,703 $ 74,727,386

OVERVIEW Annual Budget $ 308,525 $ 360,945 $ 212,962 $ 198,472 $ 320,375 $ 468,598 $ 1,308,419 $ 2,302,759 $ 969,920 $ 381,675 $ 412,871 $ 904,583 $ 85,667,355 Actual to Date $ 55,843 $ 79,789 $ 45,341 $ 41,432 $ 68,335 $ 66,887 $ 290,029 $ 366,404 $ 214,929 $ 76,235 $ 44,820 $ 193,880 $ 10,939,969 Balance Remaining $ 252,682 $ 281,156 $ 167,621 $ 157,040 $ 252,040 $ 401,711 $ 1,018,390 $ 1,936,355 $ 754,991 $ 305,440 $ 368,051 $ 710,703 $ 74,727,386 % of Annual Budget Used 18% 22% 21% 21% 21% 14% 22% 16% 22% 20% 11% 21% 13%

______Master Page # 346 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Report ID: BVRSUBCP Layout: SUB_CAP_BUDGET_VAR_SUM2014 Subsidiary Capital Budget Summary Variance Report As of : 6/30/2020 June 30, 2020

Convention Erie Canal Harlem Moynihan Queens West USA Niagara Center Harbor Community Station Total All Development Development Development Development Development Development Subsidiaries Corporation Corporation Corporation Corporation Corporation Corporation

ANNUAL BUDGET Acquisition Costs $0 $400,000 $0 $0 $0 $0 $400,000 Design & Other Soft Costs 5,000,000 8,409,554 0 4,623,097 0 4,048,069 22,080,720 Legal Costs 2,000,000 537,337 250,000 490,710 40,000 55,920 3,373,967 Property Management/Maintenance Costs 14,000,000 2,315,500 0 0 120,000 1,400,000 17,835,500 Insurance 0 120,000 0 1,386,500 0 523,991 2,030,491 Demolition & Site Clearance 0 0 0 0 0 6,000,000 6,000,000 Construction Costs 415,000,000 45,327,472 625,000 459,540,400 1,350,000 6,869,286 928,712,158 Other Misc. Costs 15,000,000 400,000 0 250,000 0 9,003,337 24,653,337 Total $451,000,000 $57,509,863 $875,000 $466,290,707 $1,510,000 $27,900,603 $1,005,086,173

ACTUAL SPENDING TO DATE Acquisition Costs $0 $0 $0 $0 $0 $0 $0 Design & Other Soft Costs 1,172,943 897,461 0 206,344 0 86,837 2,363,585 Legal Costs 0 14,974 1,019 55,900 0 0 71,892 Property Management/Maintenance Costs 1,967,618 385,084 0 0 638 471,588 2,824,927 Insurance 0 40,316 0 247,577 0 117,147 405,040 Demolition & Site Clearance 0 0 0 0 0 0 0 Construction Costs 38,534,436 659,892 0 55,837,822 0 581,550 95,613,700 Other Misc. Costs 0 144,488 0 0 0 0 144,488 Total $41,674,996 $2,142,214 $1,019 $56,347,644 $638 $1,257,122 $101,423,633

BALANCE REMAINING Acquisition Costs $0 $400,000 $0 $0 $0 $0 $400,000 Design & Other Soft Costs 3,827,057 7,512,093 0 4,416,753 0 3,961,232 19,717,135 Legal Costs 2,000,000 522,363 248,982 434,810 40,000 55,920 3,302,075 Property Management/Maintenance Costs 12,032,382 1,930,416 0 0 119,363 928,412 15,010,573 Insurance 0 79,684 0 1,138,923 0 406,844 1,625,451 Demolition & Site Clearance 0 0 0 0 0 6,000,000 6,000,000 Construction Costs 376,465,564 44,667,580 625,000 403,702,578 1,350,000 6,287,736 833,098,458 Other Misc. Costs 15,000,000 255,512 0 250,000 0 9,003,337 24,508,849 Total $409,325,004 $55,367,649 $873,982 $409,943,063 $1,509,363 $26,643,481 $903,662,540

ANNUAL OVERVIEW Annual Budget $451,000,000 $57,509,863 $875,000 $466,290,707 $1,510,000 $27,900,603 $1,005,086,173 Actual Spending to Date $41,674,996 $2,142,214 $1,019 $56,347,644 $638 $1,257,122 $101,423,633 Balance Remaining $409,325,004 $55,367,649 $873,982 $409,943,063 $1,509,363 $26,643,481 $903,662,540 % of Budget Used 9.24% 3.72% 0.12% 12.08% 0.04% 4.51% 10.09% ______Master Page # 347 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 Report ID: BVRBYSUB Subsidiary Operating Budget Summary Variance Report As of : 2020-06-30 June 30, 2020 Layout: SUB_OPER_BUDGET_VAR_REV2014

Atlantic Yards Convention Empire State New Erie Canal New York Harlem Moynihan Queens West USA Niagara Total Harlem Lower Community Center Market Harbor Empowerment Community Station Development Development Community Manhattan Development Development Corporation Development Zone Development Development Corporation Corporation Development Development Corporation Corporation Corporation Corporation Corporation Corporation Weatherization Corporation ANNUAL BUDGET Personal Services (incl. Benefits) $220,432 $433,675 $0 $1,065,676 $364,175 $1,180,088 $1,015,734 $67,906 $624,275 $4,971,961 $620,979 $1,042,603 Occupancy Expenses 12,250 25,000 0 75,000 0 11,000 0 15,000 69,300 207,550 0 150,000 Repairs / Maint / Prop Mgmt / Other Outside Serv / Expenses 2,318 11,000 1,250 70,000 1,000 30,000 10,000 0 2,500 128,068 573,240 5,000 Computers, Software & Equipment 0 0 0 0 0 10,000 5,000 0 4,000 19,000 1,000 7,500 Telephone/Fax/Internet 0 3,000 1,000 4,000 500 11,500 35,000 400 5,000 60,400 4,000 10,000 Legal / Accounting Fees 0 50,000 100,000 2,500 25,000 62,500 0 1,000 250 241,250 14,000 0 Consulting Fees 0 100,000 300,000 0 0 65,000 10,000 0 0 475,000 0 80,000 Office Supplies / Printing / Advertising 0 3,000 0 4,800 100 30,000 10,000 0 500 48,400 45,050 16,000 Insurance 15,000 25,000 25,726 84,000 8,548 141,950 57,216 11,646 45,108 414,194 28,350 12,500 Travel & Meals 0 3,000 4,000 1,000 1,000 5,000 5,000 0 500 19,500 13,000 0 On-Line Services, Dues & Subscriptions 0 500 3,500 1,500 0 6,000 0 0 1,500 13,000 1,750 5,000

Total $250,000 $654,175 $435,476 $1,308,476 $400,323 $1,553,038 $1,147,950 $95,952 $752,933 $6,598,323 $1,301,369 $1,328,603

ACTUAL SPENDING TO DATE Personal Services (incl. Benefits) $30,582 $84,283 $0 $166,212 $65,675 $170,367 $151,091 $11,026 $88,269 $767,505 $112,039 $111,990 Occupancy Expenses 772 1,540 0 11,438 0 0 0 772 11,550 26,072 0 18,675 Repairs/Maint/Prop Mgmt/Other Outside Serv/Expenses 0 0 0 155 25 72 0 0 116 368 15,370 1,471 Computers, Software & Equipment 0 0 0 0 0 170 0 0 104 274 0 2,759 Telephone/Fax/Internet 0 0 0 680 0 1,643 9,474 0 216 12,013 851 1,332 Legal / Accounting Fees 0 0 1,800 0 0 0 0 0 0 1,800 0 0 Consulting Fees 0 12,054 0 0 0 0 0 0 0 12,054 0 19,150 Office Supplies / Printing / Advertising 0 0 0 431 0 165 0 0 54 651 0 0 Insurance 3,667 5,971 2,521 39,327 2,062 10,582 4,709 1,612 16,172 86,623 8,855 4,071 Travel & Meals 0 0 0 502 0 54 0 0 238 794 50 0 On-Line Services, Dues & Subscriptions 0 0 0 287 0 0 0 0 135 422 0 50

Total $35,020 $103,847 $4,321 $219,033 $67,763 $183,053 $165,274 $13,410 $116,854 $908,575 $137,165 $159,498

BALANCE REMAINING Personal Services (incl. Benefits) $189,850 $349,392 $0 $899,464 $298,500 $1,009,721 $864,643 $56,880 $536,006 $4,204,456 $508,940 $930,613 Occupancy Expenses 11,478 23,460 0 63,562 0 11,000 0 14,228 57,750 181,478 0 131,325 Repairs/Maint/Prop Mgmt/Other Outside Serv/Expenses 2,318 11,000 1,250 69,845 975 29,928 10,000 0 2,384 127,700 557,870 3,529 Computers, Software & Equipment 0 0 0 0 0 9,830 5,000 0 3,896 18,726 1,000 4,741 Telephone/Fax/Internet 0 3,000 1,000 3,320 500 9,857 25,526 400 4,785 48,387 3,149 8,668 Legal / Accounting Fees 0 50,000 98,200 2,500 25,000 62,500 0 1,000 250 239,450 14,000 0 Consulting Fees 0 87,947 300,000 0 0 65,000 10,000 0 0 462,947 0 60,850 Office Supplies / Printing / Advertising 0 3,000 0 4,369 100 29,835 10,000 0 446 47,749 45,050 16,000 Insurance 11,333 19,029 23,205 44,673 6,486 131,368 52,507 10,034 28,936 327,571 19,495 8,429 Travel & Meals 0 3,000 4,000 498 1,000 4,946 5,000 0 262 18,706 12,950 0 On-Line Services, Dues & Subscriptions 0 500 3,500 1,213 0 6,000 0 0 1,365 12,578 1,750 4,950

Total $214,980 $550,328 $431,155 $1,089,443 $332,560 $1,369,985 $982,676 $82,542 $636,079 $5,689,748 $1,164,204 $1,169,105

OVERVIEW Annual Budget $250,000 $654,175 $435,476 $1,308,476 $400,323 $1,553,038 $1,147,950 $95,952 $752,933 $6,598,323 $1,301,369 $1,328,603 Actual to Date $35,020 $103,847 $4,321 $219,033 $67,763 $183,053 $165,274 $13,410 $116,854 $908,575 $137,165 $159,498 Balance Remaining $214,980 $550,328 $431,155 $1,089,443 $332,560 $1,369,985 $982,676 $82,542 $636,079 $5,689,748 $1,164,204 $1,169,105 % of Annual Budget Used 14.01% 15.87% 0.99% 16.74% 16.93% 11.79% 14.40% 13.98% 15.52% 13.77% 10.54% 12.00%

______Master Page # 348 of 349 - NYS Urban Development Corporation Meeting 8/20/2020 FOR INFORMATION August 20, 2020

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: ESD Risk Management Consulting Services – Extension of Contract ______

I. Background

To properly protect the New York State Urban Development Corporation d/b/a Empire State Development (the “Corporation” or “ESD”) and its subsidiaries from potential losses, at its July 18, 2018 meeting, the Directors approved a two-year contract with The Keville Insurance Agency (“Keville Insurance”) for risk management insurance consulting services. The Certified Women- Owned Business Enterprise owner/operator, Rose Keville, has significant experience working on insurance and risk management matters, with both New York State and New York City Agencies, as well as many public benefit corporations.

Keville Insurance has served as ESD’s insurance consultant for several years and under its current contract assists ESD with various activities, including, but not limited to, managing its risk exposure, ensuring policy compliance, partnering with its insurance broker to market and bind its insurance policies, and assists with managing the claims process.

II. Contract Extension, Term and Funding

In accordance with State and Corporation Procurement Guidelines, ESD is extending its contract with Keville Insurance as a discretionary purchase for a one-year term through August 1, 2021 in an amount not to exceed $130,000. ESD Corporate and Subsidiary funding will continue to be the funding source for this contract extension. ESD staff believes this extension will ensure the Corporation has the continuity of a key resource in negotiating critical risk-mitigation insurance policies, especially while the insurance industry undergoes significant changes and COVID-19 related challenges.

______Master Page # 349 of 349 - NYS Urban Development Corporation Meeting 8/20/2020